S0295

	2009 -- S 0295
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	LC01110
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	STATE OF RHODE ISLAND

	IN GENERAL ASSEMBLY

	JANUARY SESSION, A.D. 2009

	____________


	A N A C T
	RELATING TO CORPORATIONS


	Introduced By: Senator Leo R. Blais

	Date Introduced: February 12, 2009

	Referred To: Senate Corporations




	It is enacted by the General Assembly as follows:

1-1	SECTION 1. The General Laws of the State of Rhode Island are hereby amended by
1-2	adding thereto the following title.
1-3	TITLE 7A
1-4	CORPORATIONS
1-5	CHAPTER 1. GENERAL CORPORATION LAW
1-6	7A-1-1. Incorporators -- How corporation formed -- Purposes. -- (a) Any person,
1-7	partnership, association or corporation, singly or jointly with others, and without regard to such
1-8	person's or entity's residence, domicile or state of incorporation, may incorporate or organize a
1-9	corporation under this chapter by filing with the corporations division in the office of secretary of
1-10	state a certificate of incorporation which shall be executed, acknowledged and filed in accordance
1-11	with section 7.1-1-3 of this title.
1-12	(b) A corporation may be incorporated or organized under this chapter to conduct or
1-13	promote any lawful business or purposes, except as may otherwise be provided by the
1-14	constitution or other law of this state.
1-15	(c) Corporations for constructing, maintaining and operating public utilities, whether in
1-16	or outside of this state, may be organized under this chapter, but corporations for constructing,
1-17	maintaining and operating public utilities within this state shall be subject to, in addition to this
1-18	chapter, the special provisions and requirements of title 39 applicable to such corporations.
1-19	7A-1-2. Contents of certificate of incorporation. -- (a) The certificate of incorporation
2-1	shall set forth:
2-2	(1) The name of the corporation, which: (i) shall contain one of the words "association,"
2-3	"company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society,"
2-4	"union," "syndicate," or "limited," (or abbreviations thereof, with or without punctuation), or
2-5	words (or abbreviations thereof, with or without punctuation) of like import of foreign countries
2-6	or jurisdictions (provided they are written in roman characters or letters); provided, however, that
2-7	the corporations division in the office of secretary of state may waive such requirement (unless it
2-8	determines that such name is, or might otherwise appear to be, that of a natural person) if such
2-9	corporation executes, acknowledges and files with the office of the secretary of state in
2-10	accordance with section 7A-1-3 of this title a certificate stating that its total assets are not less
2-11	than ten million dollars ($10,000,000); (ii) shall be such as to distinguish it upon the records in
2-12	the corporations division in the office of the secretary of state from the names that are reserved
2-13	on such records and from the names on such records of each other corporation, partnership,
2-14	limited partnership, limited liability company or statutory trust organized or registered as a
2-15	domestic or foreign corporation, partnership, limited partnership, limited liability company or
2-16	statutory trust under the laws of this state, except with the written consent of the person who has
2-17	reserved such name or such other foreign corporation or domestic or foreign partnership, limited
2-18	partnership, limited liability company or statutory trust, executed, acknowledged and filed with
2-19	the secretary of state in accordance with section 7.1-1-3 of this title; and (iii) shall not contain the
2-20	word "bank," or any variation thereof, except for the name of a bank reporting to and under the
2-21	supervision of the bank commissioner of this state or a subsidiary of a bank or savings association
2-22	(as those terms are defined in the Federal Deposit Insurance Act, as amended, at 12 U.S.C. §
2-23	1813), or a corporation regulated under the Bank Holding Company Act of 1956, as amended, 12
2-24	U.S.C. § 1841 et seq., or the Home Owners' Loan Act, as amended, 12 U.S.C. § 1461 et seq.;
2-25	provided, however, that this section shall not be construed to prevent the use of the word "bank,"
2-26	or any variation thereof, in a context clearly not purporting to refer to a banking business or
2-27	otherwise likely to mislead the public about the nature of the business of the corporation or to
2-28	lead to a pattern and practice of abuse that might cause harm to the interests of the public or the
2-29	state as determined by the corporations division in the office of the secretary of state;
2-30	(2) The address (which shall include the street, number, city and county) of the
2-31	corporation's registered office in this state, and the name of its registered agent at such address;
2-32	(3) The nature of the business or purposes to be conducted or promoted. It shall be
2-33	sufficient to state, either alone or with other businesses or purposes, that the purpose of the
2-34	corporation is to engage in any lawful act or activity for which corporations may be organized
3-1	under the general corporation law of Rhode Island, and by such statement all lawful acts and
3-2	activities shall be within the purposes of the corporation, except for express limitations, if any;
3-3	(4) If the corporation is to be authorized to issue only one class of stock, the total number
3-4	of shares of stock which the corporation shall have authority to issue and the par value of each of
3-5	such shares, or a statement that all such shares are to be without par value. If the corporation is to
3-6	be authorized to issue more than one class of stock, the certificate of incorporation shall set forth
3-7	the total number of shares of all classes of stock which the corporation shall have authority to
3-8	issue and the number of shares of each class and shall specify each class the shares of which are
3-9	to be without par value and each class the shares of which are to have par value and the par value
3-10	of the shares of each such class. The certificate of incorporation shall also set forth a statement of
3-11	the designations and the powers, preferences and rights, and the qualifications, limitations or
3-12	restrictions thereof, which are permitted by section 7A-5-1 of this title in respect of any class or
3-13	classes of stock or any series of any class of stock of the corporation and the fixing of which by
3-14	the certificate of incorporation is desired, and an express grant of such authority as it may then be
3-15	desired to grant to the board of directors to fix by resolution or resolutions any thereof that may
3-16	be desired but which shall not be fixed by the certificate of incorporation. The foregoing
3-17	provisions of this paragraph shall not apply to corporations which are not to have authority to
3-18	issue capital stock. In the case of such corporations, the fact that they are not to have authority to
3-19	issue capital stock shall be stated in the certificate of incorporation. The conditions of
3-20	membership of such corporations shall likewise be stated in the certificate of incorporation or the
3-21	certificate may provide that the conditions of membership shall be stated in the bylaws;
3-22	(5) The name and mailing address of the incorporator or incorporators;
3-23	(6) If the powers of the incorporator or incorporators are to terminate upon the filing of
3-24	the certificate of incorporation, the names and mailing addresses of the persons who are to serve
3-25	as directors until the first annual meeting of stockholders or until their successors are elected and
3-26	qualified.
3-27	(b) In addition to the matters required to be set forth in the certificate of incorporation by
3-28	subsection (a) of this section, the certificate of incorporation may also contain any or all of the
3-29	following matters:
3-30	(1) Any provision for the management of the business and for the conduct of the affairs
3-31	of the corporation, and any provision creating, defining, limiting and regulating the powers of the
3-32	corporation, the directors, and the stockholders, or any class of the stockholders, or the members
3-33	of a nonstock corporation, if such provisions are not contrary to the laws of this state. Any
3-34	provision which is required or permitted by any section of this chapter to be stated in the bylaws
4-1	may instead be stated in the certificate of incorporation;
4-2	(2) The following provisions, in haec verba, viz:
4-3	"Whenever a compromise or arrangement is proposed between this corporation and its
4-4	creditors or any class of them and/or between this corporation and its stockholders or any class of
4-5	them, any court of equitable jurisdiction within the state of Rhode Island may, on the application
4-6	in a summary way of this corporation or of any creditor or stockholder thereof or on the
4-7	application of any receiver or receivers appointed for this corporation under section 7A-11-1 of
4-8	title 7A of the general laws or on the application of trustees in dissolution or of any receiver or
4-9	receivers appointed for this corporation under section 7A-10-9 of title 7A of the general laws
4-10	order a meeting of the creditors or class of creditors, and/or of the stockholders or class of
4-11	stockholders of this corporation, as the case may be, to be summoned in such manner as the said
4-12	court directs. If a majority in number representing three fourths (3/4) in value of the creditors or
4-13	class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the
4-14	case may be, agree to any compromise or arrangement and to any reorganization of this
4-15	corporation as consequence of such compromise or arrangement, the said compromise or
4-16	arrangement and the said reorganization shall, if sanctioned by the court to which the said
4-17	application has been made, be binding on all the creditors or class of creditors, and/or on all the
4-18	stockholders or class of stockholders, of this corporation, as the case may be, and also on this
4-19	corporation."
4-20	(3) Such provisions as may be desired granting to the holders of the stock of the
4-21	corporation, or the holders of any class or series of a class thereof, the preemptive right to
4-22	subscribe to any or all additional issues of stock of the corporation of any or all classes or series
4-23	thereof, or to any securities of the corporation convertible into such stock. No stockholder shall
4-24	have any preemptive right to subscribe to an additional issue of stock or to any security
4-25	convertible into such stock unless, and except to the extent that, such right is expressly granted to
4-26	such stockholder in the certificate of incorporation.
4-27	(4) Provisions requiring for any corporate action, the vote of a larger portion of the stock
4-28	or of any class or series thereof, or of any other securities having voting power, or a larger
4-29	number of the directors, than is required by this chapter;
4-30	(5) A provision limiting the duration of the corporation's existence to a specified date;
4-31	otherwise, the corporation shall have perpetual existence;
4-32	(6) A provision imposing personal liability for the debts of the corporation on its
4-33	stockholders or members to a specified extent and upon specified conditions; otherwise, the
4-34	stockholders or members of a corporation shall not be personally liable for the payment of the
5-1	corporation's debts except as they may be liable by reason of their own conduct or acts;
5-2	(7) A provision eliminating or limiting the personal liability of a director to the
5-3	corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
5-4	provided that such provision shall not eliminate or limit the liability of a director: (i) for any
5-5	breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or
5-6	omissions not in good faith or which involve intentional misconduct or a knowing violation of
5-7	law; (iii) under section 7A-5-24 of this title; or (iv) for any transaction from which the director
5-8	derived an improper personal benefit. No such provision shall eliminate or limit the liability of a
5-9	director for any act or omission occurring prior to the date when such provision becomes
5-10	effective. All references in this paragraph to a director shall also be deemed to refer: (x) to a
5-11	member of the governing body of a corporation which is not authorized to issue capital stock; and
5-12	(y) to such other person or persons, if any, who, pursuant to a provision of the certificate of
5-13	incorporation in accordance with section 7A-4-1(a) of this title, exercise or perform any of the
5-14	powers or duties otherwise conferred or imposed upon the board of directors by this title.
5-15	(c) It shall not be necessary to set forth in the certificate of incorporation any of the
5-16	powers conferred on corporations by this chapter.
5-17	(d) Except for provisions included pursuant to subdivisions (a)(1), (a)(2), (a)(5), (a)(6),
5-18	(b)(2), (b)(5), (b)(7) of this section, and provisions included pursuant to subdivision (a)(4) of this
5-19	section specifying the classes, number of shares, and par value of shares the corporation is
5-20	authorized to issue, any provision of the certificate of incorporation may be made dependent upon
5-21	facts ascertainable outside such instrument, provided that the manner in which such facts shall
5-22	operate upon the provision is clearly and explicitly set forth therein. The term "facts," as used in
5-23	this subsection, includes, but is not limited to, the occurrence of any event, including a
5-24	determination or action by any person or body, including the corporation.
5-25	(e) The exclusive right to the use of a name that is available for use by a domestic or
5-26	foreign corporation may be reserved by or on behalf of:
5-27	(1) Any person intending to incorporate or organize a corporation with that name under
5-28	this chapter or contemplating such incorporation or organization;
5-29	(2) Any domestic corporation or any foreign corporation qualified to do business in the
5-30	state of Rhode Island, in either case, intending to change its name or contemplating such a
5-31	change;
5-32	(3) Any foreign corporation intending to qualify to do business in the state of Rhode
5-33	Island and adopt that name or contemplating such qualification and adoption; and
5-34	(4) Any person intending to organize a foreign corporation and have it qualify to do
6-1	business in the state of Rhode Island and adopt that name or contemplating such organization,
6-2	qualification and adoption.
6-3	The reservation of a specified name may be made by filing with the secretary of state an
6-4	application, executed by the applicant, certifying that the reservation is made by or on behalf of a
6-5	domestic corporation, foreign corporation or other person described in paragraphs (e)(1)-(4) of
6-6	this section above, and specifying the name to be reserved and the name and address of the
6-7	applicant. If the secretary of state finds that the name is available for use by a domestic or foreign
6-8	corporation, the secretary shall reserve the name for the use of the applicant for a period of one
6-9	hundred twenty (120) days. The same applicant may renew for successive one hundred twenty
6-10	(120) day periods a reservation of a specified name by filing with the secretary of state, prior to
6-11	the expiration of such reservation (or renewal thereof), an application for renewal of such
6-12	reservation, executed by the applicant, certifying that the reservation is renewed by or on behalf
6-13	of a domestic corporation, foreign corporation or other person described in paragraphs (e)(1)-(4)
6-14	of this section above and specifying the name reservation to be renewed and the name and
6-15	address of the applicant. The right to the exclusive use of a reserved name may be transferred to
6-16	any other person by filing in the office of the secretary of state a notice of the transfer, executed
6-17	by the applicant for whom the name was reserved, specifying the name reservation to be
6-18	transferred and the name and address of the transferee. The reservation of a specified name may
6-19	be cancelled by filing with the secretary of state a notice of cancellation, executed by the
6-20	applicant or transferee, specifying the name reservation to be cancelled and the name and address
6-21	of the applicant or transferee. Unless the secretary of state finds that any application, application
6-22	for renewal, notice of transfer, or notice of cancellation filed with the secretary of state as
6-23	required by this subsection does not conform to law, upon receipt of all filing fees required by
6-24	law the secretary of state shall prepare and return to the person who filed such instrument a copy
6-25	of the filed instrument with a notation thereon of the action taken by the secretary of state. A fee
6-26	as set forth in section 7A-17-1 of this title shall be paid at the time of the reservation of any name,
6-27	at the time of the renewal of any such reservation and at the time of the filing of a notice of the
6-28	transfer or cancellation of any such reservation.
6-29	7A-1-3. Execution, acknowledgment, filing, recording and effective date of original
6-30	certificate of incorporation and other instruments -- Exceptions. -- (a) Whenever any
6-31	instrument is to be filed with the secretary of state or in accordance with this section or chapter,
6-32	such instrument shall be executed as follows:
6-33	(1) The certificate of incorporation, and any other instrument to be filed before the
6-34	election of the initial board of directors, if the initial directors were not named in the certificate of
7-1	incorporation, shall be signed by the incorporator or incorporators (or, in the case of any such
7-2	other instrument, such incorporator's or incorporators' successors and assigns). If any incorporator
7-3	is not available by reason of death, incapacity, unknown address, or refusal or neglect to act, then
7-4	any such other instrument may be signed, with the same effect as if such incorporator had signed
7-5	it, by any person for whom or on whose behalf such incorporator, in executing the certificate of
7-6	incorporation, was acting directly or indirectly as employee or agent, provided that such other
7-7	instrument shall state that such incorporator is not available and the reason therefor, that such
7-8	incorporator in executing the certificate of incorporation was acting directly or indirectly as
7-9	employee or agent for or on behalf of such person, and that such person's signature on such
7-10	instrument is otherwise authorized and not wrongful.
7-11	(2) All other instruments shall be signed:
7-12	(i) By any authorized officer of the corporation; or
7-13	(ii) If it shall appear from the instrument that there are no such officers, then by a
7-14	majority of the directors or by such directors as may be designated by the board; or
7-15	(iii) If it shall appear from the instrument that there are no such officers or directors, then
7-16	by the holders of record, or such of them as may be designated by the holders of record, of a
7-17	majority of all outstanding shares of stock; or
7-18	(iv) By the holders of record of all outstanding shares of stock.
7-19	(b) Whenever this chapter requires any instrument to be acknowledged, such requirement
7-20	is satisfied by either:
7-21	(1) The formal acknowledgment by the person or one of the persons signing the
7-22	instrument that it is such person's act and deed or the act and deed of the corporation, and that the
7-23	facts stated therein are true. Such acknowledgment shall be made before a person who is
7-24	authorized by the law of the place of execution to take acknowledgments of deeds. If such person
7-25	has a seal of office such person shall affix it to the instrument; or
7-26	(2) The signature, without more, of the person or persons signing the instrument, in
7-27	which case such signature or signatures shall constitute the affirmation or acknowledgment of the
7-28	signatory, under penalties of perjury, that the instrument is such person's act and deed or the act
7-29	and deed of the corporation, and that the facts stated therein are true.
7-30	(c) Whenever any instrument is to be filed with the secretary of state or in accordance
7-31	with this section or chapter, such requirement means that:
7-32	(1) The signed instrument shall be delivered to the office of the secretary of state;
7-33	(2) All taxes and fees authorized by law to be collected by the secretary of state in
7-34	connection with the filing of the instrument shall be tendered to the secretary of state; and
8-1	(3) Upon delivery of the instrument, the secretary of state shall record the date and time
8-2	of its delivery. Upon such delivery and tender of the required taxes and fees, the secretary of state
8-3	shall certify that the instrument has been filed in the secretary of state's office by endorsing upon
8-4	the signed instrument the word "filed", and the date and time of its filing. This endorsement is the
8-5	"filing date" of the instrument, and is conclusive of the date and time of its filing in the absence of
8-6	actual fraud. The secretary of state shall file and index the endorsed instrument. Except as
8-7	provided in paragraph (4) of this subsection and in subsection (i) of this section, such filing date
8-8	of an instrument shall be the date and time of delivery of the instrument.
8-9	(4) Upon request made upon or prior to delivery, the secretary of state may, to the extent
8-10	deemed practicable, establish as the filing date of an instrument a date and time after its delivery.
8-11	If the secretary of state refuses to file any instrument due to an error, omission or other
8-12	imperfection, the secretary of state may hold such instrument in suspension, and in such event,
8-13	upon delivery of a replacement instrument in proper form for filing and tender of the required
8-14	taxes and fees within five (5) business days after notice of such suspension is given to the filer,
8-15	the secretary of state shall establish as the filing date of such instrument the date and time that
8-16	would have been the filing date of the rejected instrument had it been accepted for filing. The
8-17	secretary of state shall not issue a certificate of good standing with respect to any corporation
8-18	with an instrument held in suspension pursuant to this subsection. The secretary of state may
8-19	establish as the filing date of an instrument the date and time at which information from such
8-20	instrument is entered pursuant to subdivision (c)(7) of this section if such instrument is delivered
8-21	on the same date and within four (4) hours after such information is entered.
8-22	(5) The secretary of state, acting as agent for the recorders of each of the counties, shall
8-23	collect and deposit in a separate account established exclusively for that purpose a county
8-24	assessment fee with respect to each filed instrument and shall thereafter weekly remit from such
8-25	account to the recorder of each of the said counties the amount or amounts of such fees as
8-26	provided for in subdivision (c)(5) of this section or as elsewhere provided by law. Said fees shall
8-27	be for the purposes of defraying certain costs incurred by the counties in merging the information
8-28	and images of such filed documents with the document information systems of each of the
8-29	recorder's offices in the counties and in retrieving, maintaining and displaying such information
8-30	and images in the offices of the recorders and at remote locations in each of such counties. In
8-31	consideration for its acting as the agent for the recorders with respect to the collection and
8-32	payment of the county assessment fees, the secretary of state shall retain and pay over to the
8-33	general fund of the state an administrative charge of one percent (1%) of the total fees collected.
8-34	(6) The assessment fee to the counties shall be twenty-four dollars ($24.00) for each one
9-1	page instrument filed with the secretary of state in accordance with this section and nine dollars
9-2	($9.00) for each additional page for instruments with more than 1 page. The recorder's office to
9-3	receive the assessment fee shall be the recorder's office in the county in which the corporation's
9-4	registered office in this state is, or is to be, located, except that an assessment fee shall not be
9-5	charged for either a certificate of dissolution qualifying for treatment under section 7A-17-1 of
9-6	this title or a document filed in accordance with chapter 15 of this title.
9-7	(7) The secretary of state, acting as agent, shall collect and deposit in a separate account
9-8	established exclusively for that purpose a courthouse municipality fee with respect to each filed
9-9	instrument and shall thereafter monthly remit funds from such account to the treasuries of the
9-10	municipalities for the purposes of defraying certain costs incurred by such municipalities in
9-11	hosting the primary locations for the Rhode Island courts. The fee to such municipalities shall be
9-12	twenty dollars ($20.00) for each instrument filed with the secretary of state in accordance with
9-13	this section. The municipality to receive the fee shall be the municipality in which the
9-14	corporation's registered office in this state is, or is to be, located, except that a fee shall not be
9-15	charged for a certificate of dissolution qualifying for treatment under section 7A-17-1(a)(5) of
9-16	this title, a resignation of agent without appointment of a successor under section 7A-3-6 of this
9-17	title, or a document filed in accordance with chapter 15 of this title.
9-18	(8) The secretary of state shall cause to be entered such information from each instrument
9-19	as the secretary of state deems appropriate into the Rhode Island corporation information system
9-20	or any system which is a successor thereto in the office of the secretary of state, and such
9-21	information and a copy of each such instrument shall be permanently maintained as a public
9-22	record on a suitable medium. The secretary of state is authorized to grant direct access to such
9-23	system to registered agents subject to the execution of an operating agreement between the
9-24	secretary of state and such registered agent. Any registered agent granted such access shall
9-25	demonstrate the existence of policies to ensure that information entered into the system accurately
9-26	reflects the content of instruments in the possession of the registered agent at the time of entry.
9-27	(d) Any instrument filed in accordance with subsection (c) of this section shall be
9-28	effective upon its filing date. Any instrument may provide that it is not to become effective until a
9-29	specified time subsequent to the time it is filed, but such time shall not be later than ninety (90)
9-30	days after the date of its filing. If any instrument filed in accordance with subsection (c) of this
9-31	section provides for a future effective date or time and if the transaction is terminated or its terms
9-32	are amended to change the future effective date or time prior to the future effective date or time,
9-33	the instrument shall be terminated or amended by the filing, prior to the future effective date or
9-34	time set forth in such instrument, of a certificate of termination or amendment of the original
10-1	instrument, executed in accordance with subsection (a) of this section, which shall identify the
10-2	instrument which has been terminated or amended and shall state that the instrument has been
10-3	terminated or the manner in which it has been amended.
10-4	(e) If another section of this chapter specifically prescribes a manner of executing,
10-5	acknowledging or filing a specified instrument or a time when such instrument shall become
10-6	effective which differs from the corresponding provisions of this section, then such other section
10-7	shall govern.
10-8	(f) Whenever any instrument authorized to be filed with the secretary of state under any
10-9	provision of this title, has been so filed and is an inaccurate record of the corporate action therein
10-10	referred to, or was defectively or erroneously executed, sealed or acknowledged, the instrument
10-11	may be corrected by filing with the secretary of state a certificate of correction of the instrument
10-12	which shall be executed, acknowledged and filed in accordance with this section. The certificate
10-13	of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion
10-14	of the instrument in corrected form. In lieu of filing a certificate of correction the instrument may
10-15	be corrected by filing with the secretary of state a corrected instrument which shall be executed,
10-16	acknowledged and filed in accordance with this section. The corrected instrument shall be
10-17	specifically designated as such in its heading, shall specify the inaccuracy or defect to be
10-18	corrected, and shall set forth the entire instrument in corrected form. An instrument corrected in
10-19	accordance with this section shall be effective as of the date the original instrument was filed,
10-20	except as to those persons who are substantially and adversely affected by the correction and as to
10-21	those persons the instrument as corrected shall be effective from the filing date.
10-22	(g) Notwithstanding that any instrument authorized to be filed with the secretary of state
10-23	under this title is when filed inaccurately, defectively or erroneously executed, sealed or
10-24	acknowledged, or otherwise defective in any respect, the secretary of state shall have no liability
10-25	to any person for the preclearance for filing, the acceptance for filing or the filing and indexing of
10-26	such instrument by the secretary of state.
10-27	(h) Any signature on any instrument authorized to be filed with the secretary of state
10-28	under this title may be a facsimile, a conformed signature or an electronically transmitted
10-29	signature.
10-30	(i)(1) If:
10-31	(A) Together with the actual delivery of an instrument and tender of the required taxes
10-32	and fees, there is delivered to the secretary of state a separate affidavit (which in its heading shall
10-33	be designated as an "affidavit of extraordinary condition") attesting, on the basis of personal
10-34	knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an
11-1	earlier effort to deliver such instrument and tender such taxes and fees was made in good faith,
11-2	specifying the nature, date and time of such good faith effort and requesting that the secretary of
11-3	state establish such date and time as the filing date of such instrument; or
11-4	(B) Upon the actual delivery of an instrument and tender of the required taxes and fees,
11-5	the secretary of state in the secretary's discretion provides a written waiver of the requirement for
11-6	such an affidavit stating that it appears to the secretary of state that an earlier effort to deliver
11-7	such instrument and tender such taxes and fees was made in good faith and specifying the date
11-8	and time of such effort; and
11-9	(C) The secretary of state determines that an extraordinary condition existed at such date
11-10	and time, that such earlier effort was unsuccessful as a result of the existence of such
11-11	extraordinary condition, and that such actual delivery and tender were made within a reasonable
11-12	period (not to exceed two (2) business days) after the cessation of such extraordinary condition,
11-13	then the secretary of state may establish such date and time as the filing date of such instrument.
11-14	No fee shall be paid to the secretary of state for receiving an affidavit of extraordinary condition.
11-15	(2) For purposes of this subsection, an "extraordinary condition" means: any emergency
11-16	resulting from an attack on, invasion or occupation by foreign military forces of, or disaster,
11-17	catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion
11-18	in, the United States or a locality in which the secretary of state conducts its business or in which
11-19	the good faith effort to deliver the instrument and tender the required taxes and fees is made, or
11-20	the immediate threat of any of the foregoing; or any malfunction or outage of the electrical or
11-21	telephone service to the secretary of state's office, or weather or other condition in or about a
11-22	locality in which the secretary of state conducts its business, as a result of which the secretary of
11-23	state's office is not open for the purpose of the filing of instruments under this chapter or such
11-24	filing cannot be effected without extraordinary effort. The secretary of state may require such
11-25	proof as it deems necessary to make the determination required under paragraph (1)c of this
11-26	subsection, and any such determination shall be conclusive in the absence of actual fraud.
11-27	(3) If the secretary of state establishes the filing date of an instrument pursuant to this
11-28	subsection, the date and time of delivery of the affidavit of extraordinary condition or the date
11-29	and time of the secretary of state's written waiver of such affidavit shall be endorsed on such
11-30	affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached to the filed
11-31	instrument to which it relates. Such filed instrument shall be effective as of the date and time
11-32	established as the filing date by the secretary of state pursuant to this subsection, except as to
11-33	those persons who are substantially and adversely affected by such establishment and, as to those
11-34	persons, the instrument shall be effective from the date and time endorsed on the affidavit of
12-1	extraordinary condition or written waiver attached thereto.
12-2	7A-1-4. Certificate of incorporation -- Definition. -- The term "certificate of
12-3	incorporation," as used in this chapter, unless the context requires otherwise, includes not only the
12-4	original certificate of incorporation filed to create a corporation but also all other certificates,
12-5	agreements of merger or consolidation, plans of reorganization, or other instruments, howsoever
12-6	designated, which are filed pursuant to this title, and which have the effect of amending or
12-7	supplementing in some respect a corporation's original certificate of incorporation.
12-8	7A-1-5. Certificate of incorporation and other certificates -- Evidence. -- A copy of a
12-9	certificate of incorporation, or a restated certificate of incorporation, or of any other certificate
12-10	which has been filed in the office of the secretary of state as required by any provision of this title
12-11	shall, when duly certified by the secretary of state, be received in all courts, public offices and
12-12	official bodies as prima facie evidence of:
12-13	(1) Due execution, acknowledgment and filing of the instrument;
12-14	(2) Observance and performance of all acts and conditions necessary to have been
12-15	observed and performed precedent to the instrument becoming effective; and
12-16	(3) Any other facts required or permitted by law to be stated in the instrument.
12-17	7A-1-6. Commencement of corporate existence. -- Upon the filing with the secretary
12-18	of state of the certificate of incorporation, executed and acknowledged in accordance with section
12-19	7A-1-3 of this title, the incorporator or incorporators who signed the certificate, and such
12-20	incorporator's or incorporators' successors and assigns, shall, from the date of such filing, be and
12-21	constitute a body corporate, by the name set forth in the certificate, subject to subsection (d) of
12-22	section 7A-1-3 of this title and subject to dissolution or other termination of its existence as
12-23	provided in this chapter.
12-24	7A-1-7. Powers of incorporators. -- If the persons who are to serve as directors until
12-25	the first annual meeting of stockholders have not been named in the certificate of incorporation,
12-26	the incorporator or incorporators, until the directors are elected, shall manage the affairs of the
12-27	corporation and may do whatever is necessary and proper to perfect the organization of the
12-28	corporation, including the adoption of the original bylaws of the corporation and the election of
12-29	directors.
12-30	7A-1-8 Organization meeting of incorporators or directors named in certificate of
12-31	incorporation. -- (a) After the filing of the certificate of incorporation an organization meeting of
12-32	the incorporator or incorporators, or of the board of directors if the initial directors were named in
12-33	the certificate of incorporation, shall be held, either within or without this State, at the call of a
12-34	majority of the incorporators or directors, as the case may be, for the purposes of adopting
13-1	bylaws, electing directors (if the meeting is of the incorporators) to serve or hold office until the
13-2	first annual meeting of stockholders or until their successors are elected and qualify, electing
13-3	officers if the meeting is of the directors, doing any other or further acts to perfect the
13-4	organization of the corporation, and transacting such other business as may come before the
13-5	meeting.
13-6	(b) The persons calling the meeting shall give to each other incorporator or director, as
13-7	the case may be, at least two (2) days written notice thereof by any usual means of
13-8	communication, which notice shall state the time, place and purposes of the meeting as fixed by
13-9	the persons calling it. Notice of the meeting need not be given to anyone who attends the meeting
13-10	or who signs a waiver of notice either before or after the meeting.
13-11	(c) Any action permitted to be taken at the organization meeting of the incorporators or
13-12	directors, as the case may be, may be taken without a meeting if each incorporator or director,
13-13	where there is more than one, or the sole incorporator or director where there is only one, signs an
13-14	instrument which states the action so taken.
13-15	7A-1-9. Bylaws. -- (a) The original or other bylaws of a corporation may be adopted,
13-16	amended or repealed by the incorporators, by the initial directors if they were named in the
13-17	certificate of incorporation, or, before a corporation has received any payment for any of its stock,
13-18	by its board of directors. After a corporation has received any payment for any of its stock, the
13-19	power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote, or, in the
13-20	case of a nonstock corporation, in its members entitled to vote; provided, however, any
13-21	corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal
13-22	bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body by
13-23	whatever name designated. The fact that such power has been so conferred upon the directors or
13-24	governing body, as the case may be, shall not divest the stockholders or members of the power,
13-25	nor limit their power to adopt, amend or repeal bylaws.
13-26	(b) The bylaws may contain any provision, not inconsistent with law or with the
13-27	certificate of incorporation, relating to the business of the corporation, the conduct of its affairs,
13-28	and its rights or powers or the rights or powers of its stockholders, directors, officers or
13-29	employees.
13-30	7A-1-10. Emergency bylaws and other powers in emergency. -- (a) The board of
13-31	directors of any corporation may adopt emergency bylaws, subject to repeal or change by action
13-32	of the stockholders, which shall notwithstanding any different provision elsewhere in this chapter
13-33	or in the certificate of incorporation or bylaws, be operative during any emergency resulting from
13-34	an attack on the United States or on a locality in which the corporation conducts its business or
14-1	customarily holds meetings of its board of directors or its stockholders, or during any nuclear or
14-2	atomic disaster, or during the existence of any catastrophe, or other similar emergency condition,
14-3	as a result of which a quorum of the board of directors or a standing committee thereof cannot
14-4	readily be convened for action. The emergency bylaws may make any provision that may be
14-5	practical and necessary for the circumstances of the emergency, including provisions that:
14-6	(1) A meeting of the board of directors or a committee thereof may be called by any
14-7	officer or director in such manner and under such conditions as shall be prescribed in the
14-8	emergency bylaws;
14-9	(2) The director or directors in attendance at the meeting, or any greater number fixed by
14-10	the emergency bylaws, shall constitute a quorum; and
14-11	(3) The officers or other persons designated on a list approved by the board of directors
14-12	before the emergency, all in such order of priority and subject to such conditions and for such
14-13	period of time (not longer than reasonably necessary after the termination of the emergency) as
14-14	may be provided in the emergency bylaws or in the resolution approving the list, shall, to the
14-15	extent required to provide a quorum at any meeting of the board of directors, be deemed directors
14-16	for such meeting.
14-17	(b) The board of directors, either before or during any such emergency, may provide, and
14-18	from time to time modify, lines of succession in the event that during such emergency any or all
14-19	officers or agents of the corporation shall for any reason be rendered incapable of discharging
14-20	their duties.
14-21	(c) The board of directors, either before or during any such emergency, may, effective in
14-22	the emergency, change the head office or designate several alternative head offices or regional
14-23	offices, or authorize the officers so to do.
14-24	(d) No officer, director or employee acting in accordance with any emergency bylaws
14-25	shall be liable except for wilful misconduct.
14-26	(e) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of
14-27	the corporation shall remain in effect during any emergency and upon its termination the
14-28	emergency bylaws shall cease to be operative.
14-29	(f) Unless otherwise provided in emergency bylaws, notice of any meeting of the board
14-30	of directors during such an emergency may be given only to such of the directors as it may be
14-31	feasible to reach at the time and by such means as may be feasible at the time, including
14-32	publication or radio.
14-33	(g) To the extent required to constitute a quorum at any meeting of the board of directors
14-34	during such an emergency, the officers of the corporation who are present shall, unless otherwise
15-1	provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of
15-2	seniority, directors for such meeting.
15-3	(h) Nothing contained in this section shall be deemed exclusive of any other provisions
15-4	for emergency powers consistent with other sections of this title which have been or may be
15-5	adopted by corporations created under this chapter.
15-6	7A-1-11. Jurisdiction to interpret, apply, enforce or determine the validity of
15-7	corporate instruments and provisions of this title. -- (a) Any civil action to interpret, apply,
15-8	enforce or determine the validity of the provisions of:
15-9	(1) The certificate of incorporation or the bylaws of a corporation;
15-10	(2) Any instrument, document or agreement by which a corporation creates or sells, or
15-11	offers to create or sell, any of its stock, or any rights or options respecting its stock;
15-12	(3) Any written restrictions on the transfer, registration of transfer or ownership of
15-13	securities under section 7A-6-2 of this title;
15-14	(4) Any proxy under sections 7A-7-2 or 7A-7-5 of this title;
15-15	(5) Any voting trust or other voting agreement under section 7A-7-8 of this title;
15-16	(6) Any agreement or certificate of merger or consolidation governed by sections 7A-9-1,
15-17	7A-9-3, 7A-9-5, 7A-9-8, 7A-9-13 or 7A-9-14 of this title;
15-18	(7) Any certificate of conversion under sections 7A-9-15 or 7A-9-16 of this title;
15-19	(8) Any certificate of domestication, transfer or continuance under sections 7A-16-1, 7A-
15-20	16-2 or 7A-16-3 of this title; or
15-21	(9) Any other instrument, document, agreement, or certificate required by any provision
15-22	of this title;
15-23	May be brought in the superior court, except to the extent that a statute confers exclusive
15-24	jurisdiction on a court, agency or tribunal other than the superior court.
15-25	(b) Any civil action to interpret, apply or enforce any provision of this title may be
15-26	brought in the superior court.
15-27	CHAPTER 2. POWERS
15-28	7A-2-1. General powers. -- (a) In addition to the powers enumerated in section 7A-2-2
15-29	of this title, every corporation, its officers, directors and stockholders shall possess and may
15-30	exercise all the powers and privileges granted by this chapter or by any other law or by its
15-31	certificate of incorporation, together with any powers incidental thereto, so far as such powers
15-32	and privileges are necessary or convenient to the conduct, promotion or attainment of the
15-33	business or purposes set forth in its certificate of incorporation.
15-34	(b) Every corporation shall be governed by the provisions and be subject to the
16-1	restrictions and liabilities contained in this chapter.
16-2	7A-2-2. Specific powers. -- Every corporation created under this chapter shall have
16-3	power to:
16-4	(1) Have perpetual succession by its corporate name, unless a limited period of duration
16-5	is stated in its certificate of incorporation;
16-6	(2) Sue and be sued in all courts and participate, as a party or otherwise, in any judicial,
16-7	administrative, arbitrative or other proceeding, in its corporate name;
16-8	(3) Have a corporate seal, which may be altered at pleasure, and use the same by causing
16-9	it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced;
16-10	(4) Purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise
16-11	acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal
16-12	property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer
16-13	or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any
16-14	interest therein, wherever situated;
16-15	(5) Appoint such officers and agents as the business of the corporation requires and to
16-16	pay or otherwise provide for them suitable compensation;
16-17	(6) Adopt, amend and repeal bylaws;
16-18	(7) Wind up and dissolve itself in the manner provided in this chapter;
16-19	(8) Conduct its business, carry on its operations and have offices and exercise its powers
16-20	within or without this state;
16-21	(9) Make donations for the public welfare or for charitable, scientific or educational
16-22	purposes, and in time of war or other national emergency in aid thereof;
16-23	(10) Be an incorporator, promoter or manager of other corporations of any type or kind;
16-24	(11) Participate with others in any corporation, partnership, limited partnership, joint
16-25	venture or other association of any kind, or in any transaction, undertaking or arrangement which
16-26	the participating corporation would have power to conduct by itself, whether or not such
16-27	participation involves sharing or delegation of control with or to others;
16-28	(12) Transact any lawful business which the corporation's board of directors shall find to
16-29	be in aid of governmental authority;
16-30	(13) Make contracts, including contracts of guaranty and suretyship, incur liabilities,
16-31	borrow money at such rates of interest as the corporation may determine, issue its notes, bonds
16-32	and other obligations, and secure any of its obligations by mortgage, pledge or other encumbrance
16-33	of all or any of its property, franchises and income, and make contracts of guaranty and
16-34	suretyship which are necessary or convenient to the conduct, promotion or attainment of the
17-1	business of: (a) a corporation all of the outstanding stock of which is owned, directly or
17-2	indirectly, by the contracting corporation; or (b) a corporation which owns, directly or indirectly,
17-3	all of the outstanding stock of the contracting corporation, or (c) a corporation all of the
17-4	outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly
17-5	or indirectly, all of the outstanding stock of the contracting corporation, which contracts of
17-6	guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion
17-7	or attainment of the business of the contracting corporation, and make other contracts of guaranty
17-8	and suretyship which are necessary or convenient to the conduct, promotion or attainment of the
17-9	business of the contracting corporation;
17-10	(14) Lend money for its corporate purposes, invest and reinvest its funds, and take, hold
17-11	and deal with real and personal property as security for the payment of funds so loaned or
17-12	invested;
17-13	(15) Pay pensions and establish and carry out pension, profit sharing, stock option, stock
17-14	purchase, stock bonus, retirement, benefit, incentive and compensation plans, trusts and
17-15	provisions for any or all of its directors, officers and employees, and for any or all of the
17-16	directors, officers and employees of its subsidiaries;
17-17	(16) Provide insurance for its benefit on the life of any of its directors, officers or
17-18	employees, or on the life of any stockholder for the purpose of acquiring at such stockholder's
17-19	death shares of its stock owned by such stockholder.
17-20	(17) Renounce, in its certificate of incorporation or by action of its board of directors, any
17-21	interest or expectancy of the corporation in, or in being offered an opportunity to participate in,
17-22	specified business opportunities or specified classes or categories of business opportunities that
17-23	are presented to the corporation or one or more of its officers, directors or stockholders.
17-24	7A-2-3. Powers respecting securities of other corporations or entities. -- Any
17-25	corporation organized under the laws of this state may guarantee, purchase, take, receive,
17-26	subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange,
17-27	transfer or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and
17-28	other obligations of, or shares or other securities or interests in, or issued by, any other domestic
17-29	or foreign corporation, partnership, association or individual, or by any government or agency or
17-30	instrumentality thereof. A corporation while owner of any such securities may exercise all the
17-31	rights, powers and privileges of ownership, including the right to vote.
17-32	7A-2-4. Effect of lack of corporate capacity or power -- Ultra vires. -- No act of a
17-33	corporation and no conveyance or transfer of real or personal property to or by a corporation shall
17-34	be invalid by reason of the fact that the corporation was without capacity or power to do such act
18-1	or to make or receive such conveyance or transfer, but such lack of capacity or power may be
18-2	asserted:
18-3	(1) In a proceeding by a stockholder against the corporation to enjoin the doing of any act
18-4	or acts or the transfer of real or personal property by or to the corporation. If the unauthorized
18-5	acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any
18-6	contract to which the corporation is a party, the court may, if all of the parties to the contract are
18-7	parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the
18-8	performance of such contract, and in so doing may allow to the corporation or to the other parties
18-9	to the contract, as the case may be, such compensation as may be equitable for the loss or damage
18-10	sustained by any of them which may result from the action of the court in setting aside and
18-11	enjoining the performance of such contract, but anticipated profits to be derived from the
18-12	performance of the contract shall not be awarded by the court as a loss or damage sustained;
18-13	(2) In a proceeding by the corporation, whether acting directly or through a receiver,
18-14	trustee or other legal representative, or through stockholders in a representative suit, against an
18-15	incumbent or former officer or director of the corporation, for loss or damage due to such
18-16	incumbent or former officer's or director's unauthorized act;
18-17	(3) In a proceeding by the attorney general to dissolve the corporation, or to enjoin the
18-18	corporation from the transaction of unauthorized business.
18-19	7A-2-5. Conferring academic or honorary degrees. -- No corporation organized after
18-20	April 18, 1945, shall have power to confer academic or honorary degrees unless the certificate of
18-21	incorporation or an amendment thereof shall so provide and unless the certificate of incorporation
18-22	or an amendment thereof prior to its being filed in the office of the secretary of state shall have
18-23	endorsed thereon the approval of the board of governors for higher education of this state. No
18-24	corporation organized before April 18, 1945, any provision in its certificate of incorporation to
18-25	the contrary notwithstanding, shall possess the power aforesaid without first filing in the office of
18-26	the secretary of state a certificate of amendment so providing, the filing of which certificate of
18-27	amendment in the office of the secretary of state shall be subject to prior approval of the board of
18-28	governors for higher education, evidenced as hereinabove provided. Approval shall be granted
18-29	only when it appears to the reasonable satisfaction of the board of governors for higher education
18-30	that the corporation is engaged in conducting a bona fide institution of higher learning, giving
18-31	instructions in arts and letters, science or the professions, or that the corporation proposes, in
18-32	good faith, to engage in that field and has or will have the resources, including personnel,
18-33	requisite for the conduct of an institution of higher learning. Notwithstanding any provision
18-34	herein to the contrary, no corporation shall have the power to conduct a private business or trade
19-1	school unless the certificate of incorporation or an amendment thereof, prior to its being filed in
19-2	the office of the secretary of state, shall have endorsed thereon the approval of the board of
19-3	governors for higher education
19-4	Notwithstanding the foregoing provisions, any corporation conducting a law school,
19-5	which has its principal place of operation in Rhode Island, and which intends to meet the
19-6	standards of approval of the American Bar Association, may, after it has been in actual operation
19-7	for not less than one year, retain at its own expense a dean or dean emeritus of a law school fully
19-8	approved by the American Bar Association to make an on-site inspection and report concerning
19-9	the progress of the corporation toward meeting the standards for approval by the American Bar
19-10	Association. Such dean or dean emeritus shall be chosen by the attorney general from a panel of
19-11	three (3) deans whose names are presented to the attorney general as being willing to serve. One
19-12	such dean on this panel shall be nominated by the trustees of said law school corporation; another
19-13	dean shall be nominated by a committee of the Student Bar Association of said law school; and
19-14	the other dean shall be nominated by a committee of lawyers who are parents of students
19-15	attending such law school. If any of the above-named groups cannot find a dean, it may substitute
19-16	two (2) full professors of accredited law schools for the dean it is entitled to nominate, and in
19-17	such a case if the attorney general chooses one of such professors, such professor shall serve the
19-18	function of a dean as herein prescribed. If the dean so retained shall report in writing that, in such
19-19	dean's professional judgment, the corporation is attempting, in good faith, to comply with the
19-20	standards for approval of the American Bar Association and is making reasonable progress
19-21	toward meeting such standards, the corporation may file a copy of the report with the secretary of
19-22	the board of governors for higher education and with the attorney general. Any corporation which
19-23	complies with these provisions by filing such report shall be deemed to have temporary approval
19-24	from the state and shall be entitled to amend its certificate of incorporation to authorize the
19-25	granting of standard academic law degrees. Thereafter, until the law school operated by the
19-26	corporation is approved by the American Bar Association, the corporation shall file once during
19-27	each academic year a new report, in the same manner as the first report. If, at any time, the
19-28	corporation fails to file such a report, or if the dean retained to render such report states that, in
19-29	such dean's opinion, the corporation is not continuing to make reasonable progress toward
19-30	accreditation, the attorney general, at the request of the secretary of the board of governors for
19-31	education, may file a complaint in the superior court to suspend said temporary approval and
19-32	degree-granting power until a further report is filed by a dean or dean emeritus of an accredited
19-33	law school that the school has resumed its progress towards meeting the standards for approval.
19-34	Upon approval of the law school by the American Bar Association, temporary approval shall
20-1	become final, and shall no longer be subject to suspension or vacation under this section.
20-2	7A-2-6. Banking power denied. -- (a) No corporation organized under this chapter shall
20-3	possess the power of issuing bills, notes, or other evidences of debt for circulation as money, or
20-4	the power of carrying on the business of receiving deposits of money.
20-5	(b) Corporations organized under this chapter to buy, sell and otherwise deal in notes,
20-6	open accounts and other similar evidences of debt, or to loan money and to take notes, open
20-7	accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to
20-8	be engaging in the business of banking.
20-9	7A-2-7. Private foundation -- Powers and duties. -- A corporation of this state which
20-10	is a private foundation under the United States internal revenue laws and whose certificate of
20-11	incorporation does not expressly provide that this section shall not apply to it is required to act or
20-12	to refrain from acting so as not to subject itself to the taxes imposed by 26 U.S.C. § 4941 (relating
20-13	to taxes on self-dealing), 4942 (relating to taxes on failure to distribute income), 4943 (relating to
20-14	taxes on excess business holdings), 4944 (relating to taxes on investments which jeopardize
20-15	charitable purpose), or 4945 (relating to taxable expenditures), or corresponding provisions of any
20-16	subsequent United States internal revenue law.
20-17	CHAPTER 3. REGISTERED OFFICE AND REGISTERED AGENT
20-18	7A-3-1. Registered office in state -- Principal office or place of business in state. --
20-19	(a) Every corporation shall have and maintain in this state a registered office which may, but need
20-20	not be, the same as its place of business.
20-21	(b) Whenever the term "corporation's principal office or place of business in this state" or
20-22	"principal office or place of business of the corporation in this state," or other term of like import,
20-23	is or has been used in a corporation's certificate of incorporation, or in any other document, or in
20-24	any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the
20-25	corporation's registered office required by this section; and it shall not be necessary for any
20-26	corporation to amend its certificate of incorporation or any other document to comply with this
20-27	section.
20-28	7A-3-2. Registered agent in state -- Resident agent. -- (a) Every corporation shall have
20-29	and maintain in this state a registered agent, which agent may be any of:
20-30	(1) The corporation itself;
20-31	(2) An individual resident in this state;
20-32	(3) A domestic corporation (other than the corporation itself) a domestic partnership
20-33	(whether general (including a limited liability partnership)) or limited (including a limited
20-34	liability limited partnership), a domestic limited liability company or a domestic statutory trust; or
21-1	(4) A foreign corporation, a foreign partnership (whether general (including a limited
21-2	liability partnership) or limited (including a limited liability limited partnership), a foreign limited
21-3	liability company or a foreign statutory trust.
21-4	(b) Every registered agent shall:
21-5	(1) If an entity, maintain a business office in this state which is generally open, or if an
21-6	individual, be generally present at a designated location in this state, at sufficiently frequent times
21-7	to accept service of process and otherwise perform the functions of a registered agent;
21-8	(2) If a foreign entity, be authorized to transact business in this state;
21-9	(3) Accept service of process and other communications directed to the corporations for
21-10	which it serves as registered agent and forward same to the corporation to which the service or
21-11	communication is directed; and
21-12	(4) Forward to the corporations for which it serves as registered agent the annual report
21-13	or an electronic notification of same in a form satisfactory to the secretary of state ("secretary").
21-14	(c) Any registered agent who at any time serves as registered agent for more than fifty
21-15	(50) entities (a "commercial registered agent"), whether domestic or foreign, shall satisfy and
21-16	comply with the following qualifications.
21-17	(1) A natural person serving as a commercial registered agent shall:
21-18	(i) Maintain a principal residence or a principal place of business in this State;
21-19	(ii) Maintain a Rhode Island business license;
21-20	(iii) Be generally present at a designated location within this State during normal business
21-21	hours to accept service of process and otherwise perform the functions of a registered agent as
21-22	specified in subsection (b) of this section; and
21-23	(iv) Provide the secretary upon request with such information identifying and enabling
21-24	communication with such commercial registered agent as the secretary shall require;
21-25	(2) A domestic or foreign corporation, a domestic or foreign partnership (whether general
21-26	(including a limited liability partnership) or limited (including a limited liability limited
21-27	partnership), a domestic or foreign limited liability company, or a domestic or foreign statutory
21-28	trust serving as a commercial registered agent shall:
21-29	(i) Have a business office within this state which is generally open during normal
21-30	business hours to accept service of process and otherwise perform the functions of a registered
21-31	agent as specified in subsection (b) of this section;
21-32	(ii) Maintain a Rhode Island business license;
21-33	(iii) Have generally present at such office during normal business hours an officer,
21-34	director or managing agent who is a natural person; and
22-1	(iv) Provide the secretary of state upon request with such information identifying and
22-2	enabling communication with such commercial registered agent as the secretary of state shall
22-3	require.
22-4	(3) For purposes of this subsection and paragraph (f)(2)a of this section, a commercial
22-5	registered agent shall also include any registered agent which has an officer, director or managing
22-6	agent in common with any other registered agent or agents if such registered agents at any time
22-7	during such common service as officer, director or managing agent collectively served as
22-8	registered agents for more than fifty (50) entities, whether domestic or foreign.
22-9	(d) Every corporation formed under the laws of this state or qualified to do business in
22-10	this state shall provide to its registered agent and update from time to time as necessary the name,
22-11	business address and business telephone number of a natural person who is an officer, director,
22-12	employee, or designated agent of the corporation, who is then authorized to receive
22-13	communications from the registered agent. Such person shall be deemed the communications
22-14	contact for the corporation. Every registered agent shall retain (in paper or electronic form) the
22-15	above information concerning the current communications contact for each corporation for which
22-16	he, she or it serves as a registered agent. If the corporation fails to provide the registered agent
22-17	with a current communications contact, the registered agent may resign as the registered agent for
22-18	such corporation pursuant to section 7A-3-6 of this title.
22-19	(e) The secretary is authorized to issue such rules and regulations as may be necessary or
22-20	appropriate to carry out the enforcement of subsections (b), (c) and (d) of this section, and to take
22-21	actions reasonable and necessary to assure registered agents' compliance with subsections (b), (c)
22-22	and (d) of this section. Such actions may include refusal to file documents submitted by a
22-23	registered agent.
22-24	(f) Upon application of the secretary of state, the superior court may enjoin any person or
22-25	entity from serving as a registered agent or as an officer, director or managing agent of a
22-26	registered agent.
22-27	(1) Upon the filing of a complaint by the secretary of state pursuant to this section, the
22-28	superior court may make such orders respecting such proceeding as it deems appropriate, and
22-29	may enter such orders granting interim or final relief as it deems proper under the circumstances.
22-30	(2) Any one or more of the following grounds shall be a sufficient basis to grant an
22-31	injunction pursuant to this section:
22-32	(i) With respect to any registered agent who at any time within one year immediately
22-33	prior to the filing of the secretary of state's complaint is a commercial registered agent, failure
22-34	after notice and warning to comply with the qualifications set forth in subsection (b) of this
23-1	section and/or the requirements of subsection (c) or (d) of this section above;
23-2	(ii) The person serving as a registered agent, or any person who is an officer, director or
23-3	managing agent of an entity registered agent, has been convicted of a felony or any crime which
23-4	includes an element of dishonesty or fraud or involves moral turpitude;
23-5	(iii) The registered agent has engaged in conduct in connection with acting as a registered
23-6	agent that is intended to or likely to deceive or defraud the public.
23-7	(3) With respect to any order the court enters pursuant to this section with respect to an
23-8	entity that has acted as a registered agent, the court may also direct such order to any person who
23-9	has served as an officer, director, or managing agent of such registered agent. Any person who,
23-10	on or after January 1, 2009, serves as an officer, director, or managing agent of an entity acting as
23-11	a registered agent in this state shall be deemed thereby to have consented to the appointment of
23-12	such registered agent as agent upon whom service of process may be made in any action brought
23-13	pursuant to this section, and service as an officer, director, or managing agent of an entity acting
23-14	as a registered agent in this state shall be a signification of the consent of such person that any
23-15	process when so served shall be of the same legal force and validity as if served upon such person
23-16	within this state, and such appointment of the registered agent shall be irrevocable.
23-17	(4) Upon the entry of an order by the court enjoining any person or entity from acting as a
23-18	registered agent, the secretary of state shall mail or deliver notice of such order to each affected
23-19	corporation at the address of its principal place of business as specified in its most recent
23-20	franchise tax report or other record of the secretary of state. If such corporation is a domestic
23-21	corporation and fails to obtain and designate a new registered agent within thirty (30) days after
23-22	such notice is given, the secretary of state shall declare the charter of such corporation forfeited.
23-23	If such corporation is a foreign corporation, and fails to obtain and designate a new registered
23-24	agent within thirty (30) days after such notice is given, the secretary of state shall forfeit its
23-25	qualification to do business in this state. If the court enjoins a person or entity from acting as a
23-26	registered agent as provided in this section and no new registered agent shall have been obtained
23-27	and designated in the time and manner aforesaid, service of legal process against the corporation
23-28	for which the registered agent had been acting shall thereafter be upon the secretary in accordance
23-29	with section 7A-13-1 of this title. The superior court may, upon application of the secretary on
23-30	notice to the former registered agent, enter such orders as it deems appropriate to give the
23-31	secretary access to information in the former registered agent's possession in order to facilitate
23-32	communication with the corporations the former registered agent served.
23-33	(g) The secretary is authorized to make a list of registered agents available to the public,
23-34	and to establish such qualifications and issue such rules and regulations with respect to such
24-1	listing as the secretary deems necessary or appropriate.
24-2	(h) Whenever the term "resident agent" or "resident agent in charge of a corporation's
24-3	principal office or place of business in this State," or other term of like import which refers to a
24-4	corporation's agent required by statute to be located in this State, is or has been used in a
24-5	corporation's certificate of incorporation, or in any other document, or in any statute, it shall be
24-6	deemed to mean and refer to, unless the context indicates otherwise, the corporation's registered
24-7	agent required by this section; and it shall not be necessary for any corporation to amend its
24-8	certificate of incorporation or any other document to comply with this section
24-9	7A-3-3. Change of location of registered office -- Change of registered agent. -- Any
24-10	corporation may, by resolution of its board of directors, change the location of its registered
24-11	office in this State to any other place in this State. By like resolution, the registered agent of a
24-12	corporation may be changed to any other person or corporation including itself. In either such
24-13	case, the resolution shall be as detailed in its statement as is required by section 7A-1-2 of this
24-14	title. Upon the adoption of such a resolution, a certificate certifying the change shall be executed,
24-15	acknowledged, and filed in accordance with section 7A-1-3 of this title.
24-16	7A-3-4. Change of address or name of registered agent. -- (a) A registered agent may
24-17	change the address of the registered office of the corporation or corporations for which the agent
24-18	is a registered agent to another address in this state by filing with the secretary of state a
24-19	certificate, executed and acknowledged by such registered agent, setting forth the address at
24-20	which such registered agent has maintained the registered office for each of the corporations for
24-21	which it is a registered agent, and further certifying to the new address to which each such
24-22	registered office will be changed on a given day, and at which new address such registered agent
24-23	will thereafter maintain the registered office for each of the corporations for which it is a
24-24	registered agent. Thereafter, or until further change of address, as authorized by law, the
24-25	registered office in this state of each of the corporations for which the agent is a registered agent
24-26	shall be located at the new address of the registered agent thereof as given in the certificate.
24-27	(b) In the event of a change of name of any person or corporation acting as registered
24-28	agent in this state, such registered agent shall file with the secretary of state a certificate, executed
24-29	and acknowledged by such registered agent, setting forth the new name of such registered agent,
24-30	the name of such registered agent before it was changed, and the address at which such registered
24-31	agent has maintained the registered office for each of the corporations for which it acts as a
24-32	registered agent. A change of name of any person or corporation acting as a registered agent as a
24-33	result of a merger or consolidation of the registered agent, with or into another person or
24-34	corporation which succeeds to its assets by operation of law, shall be deemed a change of name
25-1	for purposes of this section.
25-2	7A-3-5. Resignation of registered agent coupled with appointment of successor. --
25-3	The registered agent of one or more corporations may resign and appoint a successor registered
25-4	agent by filing a certificate with the secretary of state, stating the name and address of the
25-5	successor agent, in accordance with section 7A-1-2 of this title. There shall be attached to such
25-6	certificate a statement of each affected corporation ratifying and approving such change of
25-7	registered agent. Each such statement shall be executed and acknowledged in accordance with
25-8	section 7A-1-3 of this title. Upon such filing, the successor registered agent shall become the
25-9	registered agent of such corporations as have ratified and approved such substitution and the
25-10	successor registered agent's address, as stated in such certificate, shall become the address of each
25-11	such corporation's registered office in this state. The secretary of state shall then issue a certificate
25-12	that the successor registered agent has become the registered agent of the corporations so
25-13	ratifying and approving such change and setting out the names of such corporations.
25-14	7A-3-6. Resignation of registered agent not coupled with appointment of successor. -
25-15	- (a) The registered agent of one or more corporations may resign without appointing a successor
25-16	by filing a certificate of resignation with the secretary of state, but such resignation shall not
25-17	become effective until thirty (30) days after the certificate is filed. The certificate shall be
25-18	executed and acknowledged by the registered agent, shall contain a statement that written notice
25-19	of resignation was given to each affected corporation at least thirty (30) days prior to the filing of
25-20	the certificate by mailing or delivering such notice to the corporation at its address last known to
25-21	the registered agent and shall set forth the date of such notice.
25-22	(b) After receipt of the notice of the resignation of its registered agent, provided for in
25-23	subsection (a) of this section, the corporation for which such registered agent was acting shall
25-24	obtain and designate a new registered agent to take the place of the registered agent so resigning
25-25	in the same manner as provided in section 7A-3-3 of this title for change of registered agent. If
25-26	such corporation, being a corporation of this state, fails to obtain and designate a new registered
25-27	agent as aforesaid prior to the expiration of the period of thirty (30) days after the filing by the
25-28	registered agent of the certificate of resignation, the secretary of state shall declare the charter of
25-29	such corporation forfeited. If such corporation, being a foreign corporation, fails to obtain and
25-30	designate a new registered agent as aforesaid prior to the expiration of the period of thirty (30)
25-31	days after the filing by the registered agent of the certificate of resignation, the secretary of state
25-32	shall forfeit its authority to do business in this state.
25-33	(c) After the resignation of the registered agent shall have become effective as provided
25-34	in this section and if no new registered agent shall have been obtained and designated in the time
26-1	and manner aforesaid, service of legal process against the corporation for which the resigned
26-2	registered agent had been acting shall thereafter be upon the secretary of state in accordance with
26-3	section 7A-13-1 of this title
26-4	CHAPTER 4. DIRECTORS AND OFFICERS
26-5	7A-4-1. Board of directors – Powers -- Number, qualifications, terms and quorum –
26-6	Committees -- Classes of directors -- Nonprofit corporations -- Reliance upon books --
26-7	Action without meeting -- Removal. -- (a) The business and affairs of every corporation
26-8	organized under this chapter shall be managed by or under the direction of a board of directors,
26-9	except as may be otherwise provided in this chapter or in its certificate of incorporation. If any
26-10	such provision is made in the certificate of incorporation, the powers and duties conferred or
26-11	imposed upon the board of directors by this chapter shall be exercised or performed to such extent
26-12	and by such person or persons as shall be provided in the certificate of incorporation.
26-13	(b) The board of directors of a corporation shall consist of one or more members, each of
26-14	whom shall be a natural person. The number of directors shall be fixed by, or in the manner
26-15	provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in
26-16	which case a change in the number of directors shall be made only by amendment of the
26-17	certificate. Directors need not be stockholders unless so required by the certificate of
26-18	incorporation or the bylaws. The certificate of incorporation or bylaws may prescribe other
26-19	qualifications for directors. Each director shall hold office until such director's successor is
26-20	elected and qualified or until such director's earlier resignation or removal. Any director may
26-21	resign at any time upon notice given in writing or by electronic transmission to the corporation. A
26-22	resignation is effective when the resignation is delivered unless the resignation specifies a later
26-23	effective date or an effective date determined upon the happening of an event or events. A
26-24	resignation which is conditioned upon the director failing to receive a specified vote for reelection
26-25	as a director may provide that it is irrevocable. A majority of the total number of directors shall
26-26	constitute a quorum for the transaction of business unless the certificate of incorporation or the
26-27	bylaws require a greater number. Unless the certificate of incorporation provides otherwise, the
26-28	bylaws may provide that a number less than a majority shall constitute a quorum which in no case
26-29	shall be less than one-third (1/3) of the total number of directors except that when a board of one
26-30	director is authorized under this section, then one director shall constitute a quorum. The vote of
26-31	the majority of the directors present at a meeting at which a quorum is present shall be the act of
26-32	the board of directors unless the certificate of incorporation or the bylaws shall require a vote of a
26-33	greater number.
26-34	(c)(1) All corporations incorporated prior to July 1, 2008, shall be governed by paragraph
27-1	(1) of this subsection, provided that any such corporation may by a resolution adopted by a
27-2	majority of the whole board elect to be governed by paragraph (2) of this subsection, in which
27-3	case paragraph (1) of this subsection shall not apply to such corporation. All corporations
27-4	incorporated on or after July 1, 2009, shall be governed by paragraph (2) of this subsection. The
27-5	board of directors may, by resolution passed by a majority of the whole board, designate one (1)
27-6	or more committees, each committee to consist of one or more of the directors of the corporation.
27-7	The board may designate one or more directors as alternate members of any committee, who may
27-8	replace any absent or disqualified member at any meeting of the committee. The bylaws may
27-9	provide that in the absence or disqualification of a member of a committee, the member or
27-10	members present at any meeting and not disqualified from voting, whether or not the member or
27-11	members present constitute a quorum, may unanimously appoint another member of the board of
27-12	directors to act at the meeting in the place of any such absent or disqualified member. Any such
27-13	committee, to the extent provided in the resolution of the board of directors, or in the bylaws of
27-14	the corporation, shall have and may exercise all the powers and authority of the board of directors
27-15	in the management of the business and affairs of the corporation, and may authorize the seal of
27-16	the corporation to be affixed to all papers which may require it; but no such committee shall have
27-17	the power or authority in reference to amending the certificate of incorporation (except that a
27-18	committee may, to the extent authorized in the resolution or resolutions providing for the issuance
27-19	of shares of stock adopted by the board of directors as provided in subsection (a) of section 7A-5-
27-20	1 of this title, fix the designations and any of the preferences or rights of such shares relating to
27-21	dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion
27-22	into, or the exchange of such shares for, shares of any other class or classes or any other series of
27-23	the same or any other class or classes of stock of the corporation or fix the number of shares of
27-24	any series of stock or authorize the increase or decrease of the shares of any series), adopting an
27-25	agreement of merger or consolidation under sections 7A-9-1, 7A-9-2, 7A-9-4, 7A-9-5, 7A-9-6,
27-26	7A-9-7, 7A-9-8, 7A-9-13 or 7A-9-14 of this title, recommending to the stockholders the sale,
27-27	lease or exchange of all or substantially all of the corporation's property and assets,
27-28	recommending to the stockholders a dissolution of the corporation or a revocation of a
27-29	dissolution, or amending the bylaws of the corporation; and, unless the resolution, bylaws or
27-30	certificate of incorporation expressly so provides, no such committee shall have the power or
27-31	authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of
27-32	ownership and merger pursuant to section 7A-9-3 of this title.
27-33	(2) The board of directors may designate one or more committees, each committee to
27-34	consist of one or more of the directors of the corporation. The board may designate one or more
28-1	directors as alternate members of any committee, who may replace any absent or disqualified
28-2	member at any meeting of the committee. The bylaws may provide that in the absence or
28-3	disqualification of a member of a committee, the member or members present at any meeting and
28-4	not disqualified from voting, whether or not such member or members constitute a quorum, may
28-5	unanimously appoint another member of the board of directors to act at the meeting in the place
28-6	of any such absent or disqualified member. Any such committee, to the extent provided in the
28-7	resolution of the board of directors, or in the bylaws of the corporation, shall have and may
28-8	exercise all the powers and authority of the board of directors in the management of the business
28-9	and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all
28-10	papers which may require it; but no such committee shall have the power or authority in reference
28-11	to the following matter: (i) approving or adopting, or recommending to the stockholders, any
28-12	action or matter (other than the election or removal of directors) expressly required by this
28-13	chapter to be submitted to stockholders for approval; or (ii) adopting, amending or repealing any
28-14	bylaw of the corporation.
28-15	(3) Unless otherwise provided in the certificate of incorporation, the bylaws or the
28-16	resolution of the board of directors designating the committee, a committee may create one or
28-17	more subcommittees, each subcommittee to consist of one or more members of the committee,
28-18	and delegate to a subcommittee any or all of the powers and authority of the committee.
28-19	(d) The directors of any corporation organized under this chapter may, by the certificate
28-20	of incorporation or by an initial bylaw, or by a bylaw adopted by a vote of the stockholders, be
28-21	divided into one, two (2) or three (3) classes; the term of office of those of the first class to expire
28-22	at the first annual meeting held after such classification becomes effective; of the second class
28-23	one year thereafter; of the third class two (2) years thereafter; and at each annual election held
28-24	after such classification becomes effective, directors shall be chosen for a full term, as the case
28-25	may be, to succeed those whose terms expire. The certificate of incorporation or bylaw provision
28-26	dividing the directors into classes may authorize the board of directors to assign members of the
28-27	board already in office to such classes at the time such classification becomes effective. The
28-28	certificate of incorporation may confer upon holders of any class or series of stock the right to
28-29	elect one or more directors who shall serve for such term, and have such voting powers as shall
28-30	be stated in the certificate of incorporation. The terms of office and voting powers of the directors
28-31	elected separately by the holders of any class or series of stock may be greater than or less than
28-32	those of any other director or class of directors. In addition, the certificate of incorporation may
28-33	confer upon one or more directors, whether or not elected separately by the holders of any class
28-34	or series of stock, voting powers greater than or less than those of other directors. Any such
29-1	provision conferring greater or lesser voting power shall apply to voting in any committee or
29-2	subcommittee, unless otherwise provided in the certificate of incorporation or bylaws. If the
29-3	certificate of incorporation provides that one or more directors shall have more or less than one
29-4	vote per director on any matter, every reference in this chapter to a majority or other proportion of
29-5	the directors shall refer to a majority or other proportion of the votes of the directors.
29-6	(e) A member of the board of directors, or a member of any committee designated by the
29-7	board of directors, shall, in the performance of such member's duties, be fully protected in relying
29-8	in good faith upon the records of the corporation and upon such information, opinions, reports or
29-9	statements presented to the corporation by any of the corporation's officers or employees, or
29-10	committees of the board of directors, or by any other person as to matters the member reasonably
29-11	believes are within such other person's professional or expert competence and who has been
29-12	selected with reasonable care by or on behalf of the corporation.
29-13	(f) Unless otherwise restricted by the certificate of incorporation or bylaws, any action
29-14	required or permitted to be taken at any meeting of the board of directors or of any committee
29-15	thereof may be taken without a meeting if all members of the board or committee, as the case
29-16	may be, consent thereto in writing, or by electronic transmission and the writing or writings or
29-17	electronic transmission or transmissions are filed with the minutes of proceedings of the board, or
29-18	committee. Such filing shall be in paper form if the minutes are maintained in paper form and
29-19	shall be in electronic form if the minutes are maintained in electronic form.
29-20	(g) Unless otherwise restricted by the certificate of incorporation or bylaws, the board of
29-21	directors of any corporation organized under this chapter may hold its meetings, and have an
29-22	office or offices, outside of this state.
29-23	(h) Unless otherwise restricted by the certificate of incorporation or bylaws, the board of
29-24	directors shall have the authority to fix the compensation of directors.
29-25	(i) Unless otherwise restricted by the certificate of incorporation or bylaws, members of
29-26	the board of directors of any corporation, or any committee designated by the board, may
29-27	participate in a meeting of such board, or committee by means of conference telephone or other
29-28	communications equipment by means of which all persons participating in the meeting can hear
29-29	each other, and participation in a meeting pursuant to this subsection shall constitute presence in
29-30	person at the meeting.
29-31	(j) The certificate of incorporation of any corporation organized under this chapter which
29-32	is not authorized to issue capital stock may provide that less than one third (1/3) of the members
29-33	of the governing body may constitute a quorum thereof and may otherwise provide that the
29-34	business and affairs of the corporation shall be managed in a manner different from that provided
30-1	in this section. Except as may be otherwise provided by the certificate of incorporation, this
30-2	section shall apply to such a corporation, and when so applied, all references to the board of
30-3	directors, to members thereof, and to stockholders shall be deemed to refer to the governing body
30-4	of the corporation, the members thereof and the members of the corporation, respectively.
30-5	(k) Any director or the entire board of directors may be removed, with or without cause,
30-6	by the holders of a majority of the shares then entitled to vote at an election of directors, except as
30-7	follows:
30-8	(1) Unless the certificate of incorporation otherwise provides, in the case of a corporation
30-9	whose board is classified as provided in subsection (d) of this section, shareholders may effect
30-10	such removal only for cause; or
30-11	(2) In the case of a corporation having cumulative voting, if less than the entire board is
30-12	to be removed, no director may be removed without cause if the votes cast against such director's
30-13	removal would be sufficient to elect such director if then cumulatively voted at an election of the
30-14	entire board of directors, or, if there be classes of directors, at an election of the class of directors
30-15	of which such director is a part.
30-16	Whenever the holders of any class or series are entitled to elect one or more directors by
30-17	the certificate of incorporation, this subsection shall apply, in respect to the removal without
30-18	cause of a director or directors so elected, to the vote of the holders of the outstanding shares of
30-19	that class or series and not to the vote of the outstanding shares as a whole.
30-20	7A-4-2. Officers -- Titles, duties, selection, term -- Failure to elect -- Vacancies. -- (a)
30-21	Every corporation organized under this chapter shall have such officers with such titles and duties
30-22	as shall be stated in the bylaws or in a resolution of the board of directors which is not
30-23	inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock
30-24	certificates which comply with sections 7A-1-3 and 7A-5-8 of this title. One of the officers shall
30-25	have the duty to record the proceedings of the meetings of the stockholders and directors in a
30-26	book to be kept for that purpose. Any number of offices may be held by the same person unless
30-27	the certificate of incorporation or bylaws otherwise provide.
30-28	(b) Officers shall be chosen in such manner and shall hold their offices for such terms as
30-29	are prescribed by the bylaws or determined by the board of directors or other governing body.
30-30	Each officer shall hold office until such officer's successor is elected and qualified or until such
30-31	officer's earlier resignation or removal. Any officer may resign at any time upon written notice to
30-32	the corporation.
30-33	(c) The corporation may secure the fidelity of any or all of its officers or agents by bond
30-34	or otherwise.
31-1	(d) A failure to elect officers shall not dissolve or otherwise affect the corporation.
31-2	(e) Any vacancy occurring in any office of the corporation by death, resignation, removal
31-3	or otherwise, shall be filled as the bylaws provide. In the absence of such provision, the vacancy
31-4	shall be filled by the board of directors or other governing body.
31-5	7A-4-3. Loans to employees and officers -- Guaranty of obligations of employees and
31-6	officers. -- Any corporation may lend money to, or guarantee any obligation of, or otherwise
31-7	assist any officer or other employee of the corporation or of its subsidiary, including any officer
31-8	or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of
31-9	the directors, such loan, guaranty or assistance may reasonably be expected to benefit the
31-10	corporation. The loan, guaranty or other assistance may be with or without interest, and may be
31-11	unsecured, or secured in such manner as the board of directors shall approve, including, without
31-12	limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall
31-13	be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at
31-14	common law or under any statute,
31-15	7A-4-4. Interested directors -- Quorum. -- (a) No contract or transaction between a
31-16	corporation and one or more of its directors or officers, or between a corporation and any other
31-17	corporation, partnership, association, or other organization in which one or more of its directors
31-18	or officers, are directors or officers, or have a financial interest, shall be void or voidable solely
31-19	for this reason, or solely because the director or officer is present at or participates in the meeting
31-20	of the board or committee which authorizes the contract or transaction, or solely because any such
31-21	director's or officer's votes are counted for such purpose, if:
31-22	(1) The material facts as to the director's or officer's relationship or interest and as to the
31-23	contract or transaction are disclosed or are known to the board of directors or the committee, and
31-24	the board or committee in good faith authorizes the contract or transaction by the affirmative
31-25	votes of a majority of the disinterested directors, even though the disinterested directors be less
31-26	than a quorum; or
31-27	(2) The material facts as to the director's or officer's relationship or interest and as to the
31-28	contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and
31-29	the contract or transaction is specifically approved in good faith by vote of the shareholders; or
31-30	(3) The contract or transaction is fair as to the corporation as of the time it is authorized,
31-31	approved or ratified, by the board of directors, a committee or the shareholders.
31-32	(b) Common or interested directors may be counted in determining the presence of a
31-33	quorum at a meeting of the board of directors or of a committee which authorizes the contract or
31-34	transaction
32-1	7A-4-5. Indemnification of officers, directors, employees and agents -- Insurance. --
32-2	(a) A corporation shall have power to indemnify any person who was or is a party or is threatened
32-3	to be made a party to any threatened, pending or completed action, suit or proceeding, whether
32-4	civil, criminal, administrative or investigative (other than an action by or in the right of the
32-5	corporation) by reason of the fact that the person is or was a director, officer, employee or agent
32-6	of the corporation, or is or was serving at the request of the corporation as a director, officer,
32-7	employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
32-8	against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
32-9	actually and reasonably incurred by the person in connection with such action, suit or proceeding
32-10	if the person acted in good faith and in a manner the person reasonably believed to be in or not
32-11	opposed to the best interests of the corporation, and, with respect to any criminal action or
32-12	proceeding, had no reasonable cause to believe the person's conduct was unlawful. The
32-13	termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon
32-14	a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person
32-15	did not act in good faith and in a manner which the person reasonably believed to be in or not
32-16	opposed to the best interests of the corporation, and, with respect to any criminal action or
32-17	proceeding, had reasonable cause to believe that the person's conduct was unlawful.
32-18	(b) A corporation shall have power to indemnify any person who was or is a party or is
32-19	threatened to be made a party to any threatened, pending or completed action or suit by or in the
32-20	right of the corporation to procure a judgment in its favor by reason of the fact that the person is
32-21	or was a director, officer, employee or agent of the corporation, or is or was serving at the request
32-22	of the corporation as a director, officer, employee or agent of another corporation, partnership,
32-23	joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and
32-24	reasonably incurred by the person in connection with the defense or settlement of such action or
32-25	suit if the person acted in good faith and in a manner the person reasonably believed to be in or
32-26	not opposed to the best interests of the corporation and except that no indemnification shall be
32-27	made in respect of any claim, issue or matter as to which such person shall have been adjudged to
32-28	be liable to the corporation unless and only to the extent that the superior court or the court in
32-29	which such action or suit was brought shall determine upon application that, despite the
32-30	adjudication of liability but in view of all the circumstances of the case, such person is fairly and
32-31	reasonably entitled to indemnity for such expenses which the superior court or such other court
32-32	shall deem proper.
32-33	(c) To the extent that a present or former director or officer of a corporation has been
32-34	successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
33-1	subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such
33-2	person shall be indemnified against expenses (including attorneys' fees) actually and reasonably
33-3	incurred by such person in connection therewith.
33-4	(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a
33-5	court) shall be made by the corporation only as authorized in the specific case upon a
33-6	determination that indemnification of the present or former director, officer, employee or agent is
33-7	proper in the circumstances because the person has met the applicable standard of conduct set
33-8	forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to
33-9	a person who is a director or officer at the time of such determination: (1) by a majority vote of
33-10	the directors who are not parties to such action, suit or proceeding, even though less than a
33-11	quorum; or (2) by a committee of such directors designated by majority vote of such directors,
33-12	even though less than a quorum; or (3) if there are no such directors, or if such directors so direct,
33-13	by independent legal counsel in a written opinion; or (4) by the stockholders.
33-14	(e) Expenses (including attorneys' fees) incurred by an officer or director in defending
33-15	any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the
33-16	corporation in advance of the final disposition of such action, suit or proceeding upon receipt of
33-17	an undertaking by or on behalf of such director or officer to repay such amount if it shall
33-18	ultimately be determined that such person is not entitled to be indemnified by the corporation as
33-19	authorized in this section. Such expenses (including attorneys' fees) incurred by former directors
33-20	and officers or other employees and agents may be so paid upon such terms and conditions, if
33-21	any, as the corporation deems appropriate.
33-22	(f) The indemnification and advancement of expenses provided by, or granted pursuant
33-23	to, the other subsections of this section shall not be deemed exclusive of any other rights to which
33-24	those seeking indemnification or advancement of expenses may be entitled under any bylaw,
33-25	agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such
33-26	person's official capacity and as to action in another capacity while holding such office.
33-27	(g) A corporation shall have power to purchase and maintain insurance on behalf of any
33-28	person who is or was a director, officer, employee or agent of the corporation, or is or was
33-29	serving at the request of the corporation as a director, officer, employee or agent of another
33-30	corporation, partnership, joint venture, trust or other enterprise against any liability asserted
33-31	against such person and incurred by such person in any such capacity, or arising out of such
33-32	person's status as such, whether or not the corporation would have the power to indemnify such
33-33	person against such liability under this section.
33-34	(h) For purposes of this section, references to "the corporation" shall include, in addition
34-1	to the resulting corporation, any constituent corporation (including any constituent of a
34-2	constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
34-3	would have had power and authority to indemnify its directors, officers, and employees or agents,
34-4	so that any person who is or was a director, officer, employee or agent of such constituent
34-5	corporation, or is or was serving at the request of such constituent corporation as a director,
34-6	officer, employee or agent of another corporation, partnership, joint venture, trust or other
34-7	enterprise, shall stand in the same position under this section with respect to the resulting or
34-8	surviving corporation as such person would have with respect to such constituent corporation if
34-9	its separate existence had continued.
34-10	(i) For purposes of this section, references to "other enterprises" shall include employee
34-11	benefit plans; references to "fines" shall include any excise taxes assessed on a person with
34-12	respect to any employee benefit plan; and references to "serving at the request of the corporation"
34-13	shall include any service as a director, officer, employee or agent of the corporation which
34-14	imposes duties on, or involves services by, such director, officer, employee or agent with respect
34-15	to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith
34-16	and in a manner such person reasonably believed to be in the interest of the participants and
34-17	beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed
34-18	to the best interests of the corporation" as referred to in this section.
34-19	(j) The indemnification and advancement of expenses provided by, or granted pursuant
34-20	to, this section shall, unless otherwise provided when authorized or ratified, continue as to a
34-21	person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of
34-22	the heirs, executors and administrators of such a person.
34-23	(k) The superior court is hereby vested with exclusive jurisdiction to hear and determine
34-24	all actions for advancement of expenses or indemnification brought under this section or under
34-25	any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The superior
34-26	court may summarily determine a corporation's obligation to advance expenses (including
34-27	attorneys' fees).
34-28	7A-4-6. Submission of matters for stockholder vote. -- A corporation may agree to
34-29	submit a matter to a vote of its stockholders whether or not the board of directors determines at
34-30	any time subsequent to approving such matter that such matter is no longer advisable and
34-31	recommends that the stockholders reject or vote against the matter.
34-32	CHAPTER 5. STOCK AND DIVIDENDS
34-33	7A-5-1. Classes and series of stock – Redemption -- Rights. -- (a) Every corporation
34-34	may issue one or more classes of stock or one or more series of stock within any class thereof,
35-1	any or all of which classes may be of stock with par value or stock without par value and which
35-2	classes or series may have such voting powers, full or limited, or no voting powers, and such
35-3	designations, preferences and relative, participating, optional or other special rights, and
35-4	qualifications, limitations or restrictions thereof, as shall be stated and expressed in the certificate
35-5	of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the
35-6	issue of such stock adopted by the board of directors pursuant to authority expressly vested in it
35-7	by the provisions of its certificate of incorporation. Any of the voting powers, designations,
35-8	preferences, rights and qualifications, limitations or restrictions of any such class or series of
35-9	stock may be made dependent upon facts ascertainable outside the certificate of incorporation or
35-10	of any amendment thereto, or outside the resolution or resolutions providing for the issue of such
35-11	stock adopted by the board of directors pursuant to authority expressly vested in it by its
35-12	certificate of incorporation, provided that the manner in which such facts shall operate upon the
35-13	voting powers, designations, preferences, rights and qualifications, limitations or restrictions of
35-14	such class or series of stock is clearly and expressly set forth in the certificate of incorporation or
35-15	in the resolution or resolutions providing for the issue of such stock adopted by the board of
35-16	directors. The term "facts," as used in this subsection, includes, but is not limited to, the
35-17	occurrence of any event, including a determination or action by any person or body, including the
35-18	corporation. The power to increase or decrease or otherwise adjust the capital stock as provided in
35-19	this chapter shall apply to all or any such classes of stock.
35-20	(b) Any stock of any class or series may be made subject to redemption by the
35-21	corporation at its option or at the option of the holders of such stock or upon the happening of a
35-22	specified event; provided however, that immediately following any such redemption the
35-23	corporation shall have outstanding one or more shares of one or more classes or series of stock,
35-24	which share, or shares together, shall have full voting powers. Notwithstanding the limitation
35-25	stated in the foregoing proviso:
35-26	(1) Any stock of a regulated investment company registered under the Investment
35-27	Company Act of 1940 [15 U.S.C. § 80 a-1 et seq.], as heretofore or hereafter amended, may be
35-28	made subject to redemption by the corporation at its option or at the option of the holders of such
35-29	stock.
35-30	(2) Any stock of a corporation which holds (directly or indirectly) a license or franchise
35-31	from a governmental agency to conduct its business or is a member of a national securities
35-32	exchange, which license, franchise or membership is conditioned upon some or all of the holders
35-33	of its stock possessing prescribed qualifications, may be made subject to redemption by the
35-34	corporation to the extent necessary to prevent the loss of such license, franchise or membership or
36-1	to reinstate it.
36-2	Any stock which may be made redeemable under this section may be redeemed for cash,
36-3	property or rights, including securities of the same or another corporation, at such time or times,
36-4	price or prices, or rate or rates, and with such adjustments, as shall be stated in the certificate of
36-5	incorporation or in the resolution or resolutions providing for the issue of such stock adopted by
36-6	the board of directors pursuant to subsection (a) of this section.
36-7	(c) The holders of preferred or special stock of any class or of any series thereof shall be
36-8	entitled to receive dividends at such rates, on such conditions and at such times as shall be stated
36-9	in the certificate of incorporation or in the resolution or resolutions providing for the issue of such
36-10	stock adopted by the board of directors as hereinabove provided, payable in preference to, or in
36-11	such relation to, the dividends payable on any other class or classes or of any other series of
36-12	stock, and cumulative or noncumulative as shall be so stated and expressed. When dividends
36-13	upon the preferred and special stocks, if any, to the extent of the preference to which such stocks
36-14	are entitled, shall have been paid or declared and set apart for payment, a dividend on the
36-15	remaining class or classes or series of stock may then be paid out of the remaining assets of the
36-16	corporation available for dividends as elsewhere in this chapter provided.
36-17	(d) The holders of the preferred or special stock of any class or of any series thereof shall
36-18	be entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the
36-19	corporation as shall be stated in the certificate of incorporation or in the resolution or resolutions
36-20	providing for the issue of such stock adopted by the board of directors as hereinabove provided.
36-21	(e) Any stock of any class or of any series thereof may be made convertible into, or
36-22	exchangeable for, at the option of either the holder or the corporation or upon the happening of a
36-23	specified event, shares of any other class or classes or any other series of the same or any other
36-24	class or classes of stock of the corporation, at such price or prices or at such rate or rates of
36-25	exchange and with such adjustments as shall be stated in the certificate of incorporation or in the
36-26	resolution or resolutions providing for the issue of such stock adopted by the board of directors as
36-27	hereinabove provided.
36-28	(f) If any corporation shall be authorized to issue more than one class of stock or more
36-29	than one series of any class, the powers, designations, preferences and relative, participating,
36-30	optional, or other special rights of each class of stock or series thereof and the qualifications,
36-31	limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized
36-32	on the face or back of the certificate which the corporation shall issue to represent such class or
36-33	series of stock, provided that, except as otherwise provided in section 7A-6-2 of this title, in lieu
36-34	of the foregoing requirements, there may be set forth on the face or back of the certificate which
37-1	the corporation shall issue to represent such class or series of stock, a statement that the
37-2	corporation will furnish without charge to each stockholder who so requests the powers,
37-3	designations, preferences and relative, participating, optional, or other special rights of each class
37-4	of stock or series thereof and the qualifications, limitations or restrictions of such preferences
37-5	and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the
37-6	corporation shall send to the registered owner thereof a written notice containing the information
37-7	required to be set forth or stated on certificates pursuant to this section or section 7A-5-6, 7A-6-
37-8	2(a) or 7A-7-8(a) of this title or with respect to this section a statement that the corporation will
37-9	furnish without charge to each stockholder who so requests the powers, designations, preferences
37-10	and relative participating, optional or other special rights of each class of stock or series thereof
37-11	and the qualifications, limitations or restrictions of such preferences and/or rights. Except as
37-12	otherwise expressly provided by law, the rights and obligations of the holders of uncertificated
37-13	stock and the rights and obligations of the holders of certificates representing stock of the same
37-14	class and series shall be identical.
37-15	(g) When any corporation desires to issue any shares of stock of any class or of any series
37-16	of any class of which the powers, designations, preferences and relative, participating, optional or
37-17	other rights, if any, or the qualifications, limitations or restrictions thereof, if any, shall not have
37-18	been set forth in the certificate of incorporation or in any amendment thereto but shall be
37-19	provided for in a resolution or resolutions adopted by the board of directors pursuant to authority
37-20	expressly vested in it by the certificate of incorporation or any amendment thereto, a certificate of
37-21	designations setting forth a copy of such resolution or resolutions and the number of shares of
37-22	stock of such class or series as to which the resolution or resolutions apply shall be executed,
37-23	acknowledged, filed and shall become effective, in accordance with section 7A-1-3 of this title.
37-24	Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of
37-25	any such series to which such resolution or resolutions apply may be increased (but not above the
37-26	total number of authorized shares of the class) or decreased (but not below the number of shares
37-27	thereof then outstanding) by a certificate likewise executed, acknowledged and filed setting forth
37-28	a statement that a specified increase or decrease therein had been authorized and directed by a
37-29	resolution or resolutions likewise adopted by the board of directors. In case the number of such
37-30	shares shall be decreased the number of shares so specified in the certificate shall resume the
37-31	status which they had prior to the adoption of the first resolution or resolutions. When no shares
37-32	of any such class or series are outstanding, either because none were issued or because no issued
37-33	shares of any such class or series remain outstanding, a certificate setting forth a resolution or
37-34	resolutions adopted by the board of directors that none of the authorized shares of such class or
38-1	series are outstanding, and that none will be issued subject to the certificate of designations
38-2	previously filed with respect to such class or series, may be executed, acknowledged and filed in
38-3	accordance with section 7A-1-3 of this title and, when such certificate becomes effective, it shall
38-4	have the effect of eliminating from the certificate of incorporation all matters set forth in the
38-5	certificate of designations with respect to such class or series of stock. Unless otherwise provided
38-6	in the certificate of incorporation, if no shares of stock have been issued of a class or series of
38-7	stock established by a resolution of the board of directors, the voting powers, designations,
38-8	preferences and relative, participating, optional or other rights, if any, or the qualifications,
38-9	limitations or restrictions thereof, may be amended by a resolution or resolutions adopted by the
38-10	board of directors. A certificate which: (1) states that no shares of the class or series have been
38-11	issued; (2) sets forth a copy of the resolution or resolutions; and (3) if the designation of the class
38-12	or series is being changed, indicates the original designation and the new designation, shall be
38-13	executed, acknowledged and filed and shall become effective, in accordance with section 7A-1-3
38-14	of this title. When any certificate filed under this subsection becomes effective, it shall have the
38-15	effect of amending the certificate of incorporation; except that neither the filing of such certificate
38-16	nor the filing of a restated certificate of incorporation pursuant to section 7A-8-5 of this title shall
38-17	prohibit the board of directors from subsequently adopting such resolutions as authorized by this
38-18	subsection
38-19	7A-5-2. Issuance of stock -- Lawful consideration -- Fully paid stock. -- The
38-20	consideration, as determined pursuant to subsections (a) and (b) of section 7A-5-3 of this title, for
38-21	subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in
38-22	such form and in such manner as the board of directors shall determine. The board of directors
38-23	may authorize capital stock to be issued for consideration consisting of cash, any tangible or
38-24	intangible property or any benefit to the corporation, or any combination thereof. In the absence
38-25	of actual fraud in the transaction, the judgment of the directors as to the value of such
38-26	consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and
38-27	nonassessable stock upon receipt by the corporation of such consideration; provided, however,
38-28	nothing contained herein shall prevent the board of directors from issuing partly paid shares under
38-29	section 7A-5-6 of this title.
38-30	7A-5-3. Consideration for stock. -- (a) Shares of stock with par value may be issued for
38-31	such consideration, having a value not less than the par value thereof, as determined from time to
38-32	time by the board of directors, or by the stockholders if the certificate of incorporation so
38-33	provides.
38-34	(b) Shares of stock without par value may be issued for such consideration as is
39-1	determined from time to time by the board of directors, or by the stockholders if the certificate of
39-2	incorporation so provides.
39-3	(c) Treasury shares may be disposed of by the corporation for such consideration as may
39-4	be determined from time to time by the board of directors, or by the stockholders if the certificate
39-5	of incorporation so provides.
39-6	(d) If the certificate of incorporation reserves to the stockholders the right to determine
39-7	the consideration for the issue of any shares, the stockholders shall, unless the certificate requires
39-8	a greater vote, do so by a vote of a majority of the outstanding stock entitled to vote thereon.
39-9	7A-5-4. Determination of amount of capital -- Capital, surplus and net assets
39-10	defined. -- Any corporation may, by resolution of its board of directors, determine that only a
39-11	part of the consideration which shall be received by the corporation for any of the shares of its
39-12	capital stock which it shall issue from time to time shall be capital; but, in case any of the shares
39-13	issued shall be shares having a par value, the amount of the part of such consideration so
39-14	determined to be capital shall be in excess of the aggregate par value of the shares issued for such
39-15	consideration having a par value, unless all the shares issued shall be shares having a par value, in
39-16	which case the amount of the part of such consideration so determined to be capital need be only
39-17	equal to the aggregate par value of such shares. In each such case the board of directors shall
39-18	specify in dollars the part of such consideration which shall be capital. If the board of directors
39-19	shall not have determined: (1) at the time of issue of any shares of the capital stock of the
39-20	corporation issued for cash; or (2) within sixty (60) days after the issue of any shares of the
39-21	capital stock of the corporation issued for consideration other than cash what part of the
39-22	consideration for such shares shall be capital, the capital of the corporation in respect of such
39-23	shares shall be an amount equal to the aggregate par value of such shares having a par value, plus
39-24	the amount of the consideration for such shares without par value. The amount of the
39-25	consideration so determined to be capital in respect of any shares without par value shall be the
39-26	stated capital of such shares. The capital of the corporation may be increased from time to time by
39-27	resolution of the board of directors directing that a portion of the net assets of the corporation in
39-28	excess of the amount so determined to be capital be transferred to the capital account. The board
39-29	of directors may direct that the portion of such net assets so transferred shall be treated as capital
39-30	in respect of any shares of the corporation of any designated class or classes. The excess, if any,
39-31	at any given time, of the net assets of the corporation over the amount so determined to be capital
39-32	shall be surplus. Net assets means the amount by which total assets exceed total liabilities. Capital
39-33	and surplus are not liabilities for this purpose.
39-34	7A-5-5. Fractions of shares. -- A corporation may, but shall not be required to, issue
40-1	fractions of a share. If it does not issue fractions of a share, it shall: (1) arrange for the disposition
40-2	of fractional interests by those entitled thereto; (2) pay in cash the fair value of fractions of a
40-3	share as of the time when those entitled to receive such fractions are determined; or (3) issue scrip
40-4	or warrants in registered form (either represented by a certificate or uncertificated) or in bearer
40-5	form (represented by a certificate) which shall entitle the holder to receive a full share upon the
40-6	surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or
40-7	an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided
40-8	therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate
40-9	in any of the assets of the corporation in the event of liquidation. The board of directors may
40-10	cause scrip or warrants to be issued subject to the conditions that they shall become void if not
40-11	exchanged for certificates representing the full shares or uncertificated full shares before a
40-12	specified date, or subject to the conditions that the shares for which scrip or warrants are
40-13	exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders
40-14	of scrip or warrants, or subject to any other conditions which the board of directors may impose.
40-15	7A-5-6. Partly paid shares. -- Any corporation may issue the whole or any part of its
40-16	shares as partly paid and subject to call for the remainder of the consideration to be paid therefor.
40-17	Upon the face or back of each stock certificate issued to represent any such partly paid shares, or
40-18	upon the books and records of the corporation in the case of uncertificated partly paid shares, the
40-19	total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.
40-20	Upon the declaration of any dividend on fully paid shares, the corporation shall declare a
40-21	dividend upon partly paid shares of the same class, but only upon the basis of the percentage of
40-22	the consideration actually paid thereon.
40-23	7A-5-7. Rights and options respecting stock. -- (a) Subject to any provisions in the
40-24	certificate of incorporation, every corporation may create and issue, whether or not in connection
40-25	with the issue and sale of any shares of stock or other securities of the corporation, rights or
40-26	options entitling the holders thereof to acquire from the corporation any shares of its capital stock
40-27	of any class or classes, such rights or options to be evidenced by or in such instrument or
40-28	instruments as shall be approved by the board of directors.
40-29	(b) The terms upon which, including the time or times which may be limited or unlimited
40-30	in duration, at or within which, and the consideration (including a formula by which such
40-31	consideration may be determined) for which any such shares may be acquired from the
40-32	corporation upon the exercise of any such right or option, shall be such as shall be stated in the
40-33	certificate of incorporation, or in a resolution adopted by the board of directors providing for the
40-34	creation and issue of such rights or options, and, in every case, shall be set forth or incorporated
41-1	by reference in the instrument or instruments evidencing such rights or options. In the absence of
41-2	actual fraud in the transaction, the judgment of the directors as to the consideration for the
41-3	issuance of such rights or options and the sufficiency thereof shall be conclusive.
41-4	(c) The board of directors may, by a resolution adopted by the board, authorize one or
41-5	more officers of the corporation to do one or both of the following: (i) designate officers and
41-6	employees of the corporation or of any of its subsidiaries to be recipients of such rights or options
41-7	created by the corporation; and (ii) determine the number of such rights or options to be received
41-8	by such officers and employees; provided, however, that the resolution so authorizing such
41-9	officer or officers shall specify the total number of rights or options such officer or officers may
41-10	so award. The board of directors may not authorize an officer to designate himself or herself as a
41-11	recipient of any such rights or options.
41-12	(d) In case the shares of stock of the corporation to be issued upon the exercise of such
41-13	rights or options shall be shares having a par value, the consideration so to be received therefor
41-14	shall have a value not less than the par value thereof. In case the shares of stock so to be issued
41-15	shall be shares of stock without par value, the consideration therefor shall be determined in the
41-16	manner provided in section 7A-5-3 of this title
41-17	7A-5-8. Stock certificates -- Uncertificated shares. -- The shares of a corporation shall
41-18	be represented by certificates, provided that the board of directors of the corporation may provide
41-19	by resolution or resolutions that some or all of any or all classes or series of its stock shall be
41-20	uncertificated shares. Any such resolution shall not apply to shares represented by a certificate
41-21	until such certificate is surrendered to the corporation. Every holder of stock represented by
41-22	certificates shall be entitled to have a certificate signed by, or in the name of the corporation by
41-23	the chairperson or vice-chairperson of the board of directors, or the president or vice-president,
41-24	and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such
41-25	corporation representing the number of shares registered in certificate form. Any or all the
41-26	signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar
41-27	who has signed or whose facsimile signature has been placed upon a certificate shall have ceased
41-28	to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by
41-29	the corporation with the same effect as if such person were such officer, transfer agent or registrar
41-30	at the date of issue. A corporation shall not have power to issue a certificate in bearer form.
41-31	7A-5-9. Shares of stock -- Personal property, transfer and taxation. -- The shares of
41-32	stock in every corporation shall be deemed personal property and transferable. No stock or bonds
41-33	issued by any corporation organized under this chapter shall be taxed by this state when the same
41-34	shall be owned by non-residents of this state, or by foreign corporations. Whenever any transfer
42-1	of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the
42-2	entry of transfer if, when the certificates are presented to the corporation for transfer or
42-3	uncertificated shares are requested to be transferred, both the transferor and transferee request the
42-4	corporation to do so.
42-5	7A-5-10. Corporation's powers respecting ownership, voting, etc., of its own stock --
42-6	Rights of stock called for redemption. -- (a) Every corporation may purchase, redeem, receive,
42-7	take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of,
42-8	pledge, use and otherwise deal in and with its own shares; provided, however, that no corporation
42-9	shall:
42-10	(1) Purchase or redeem its own shares of capital stock for cash or other property when the
42-11	capital of the corporation is impaired or when such purchase or redemption would cause any
42-12	impairment of the capital of the corporation, except that a corporation may purchase or redeem
42-13	out of capital any of its own shares which are entitled upon any distribution of its assets, whether
42-14	by dividend or in liquidation, to a preference over another class or series of its stock, or, if no
42-15	shares entitled to such a preference are outstanding, any of its own shares, if such shares will be
42-16	retired upon their acquisition and the capital of the corporation reduced in accordance with
42-17	sections 7A-8-3 and 7A-8-4 of this title. Nothing in this subsection shall invalidate or otherwise
42-18	affect a note, debenture or other obligation of a corporation given by it as consideration for its
42-19	acquisition by purchase, redemption or exchange of its shares of stock if at the time such note,
42-20	debenture or obligation was delivered by the corporation its capital was not then impaired or did
42-21	not thereby become impaired;
42-22	(2) Purchase, for more than the price at which they may then be redeemed, any of its
42-23	shares which are redeemable at the option of the corporation; or
42-24	(3) Redeem any of its shares unless their redemption is authorized by subsection (b) of
42-25	section 7A-5-1 of this title and then only in accordance with such section and the certificate of
42-26	incorporation.
42-27	(b) Nothing in this section limits or affects a corporation's right to resell any of its shares
42-28	theretofore purchased or redeemed out of surplus and which have not been retired, for such
42-29	consideration as shall be fixed by the board of directors.
42-30	(c) Shares of its own capital stock belonging to the corporation or to another corporation,
42-31	if a majority of the shares entitled to vote in the election of directors of such other corporation is
42-32	held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for
42-33	quorum purposes. Nothing in this section shall be construed as limiting the right of any
42-34	corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary
43-1	capacity.
43-2	(d) Shares which have been called for redemption shall not be deemed to be outstanding
43-3	shares for the purpose of voting or determining the total number of shares entitled to vote on any
43-4	matter on and after the date on which written notice of redemption has been sent to holders
43-5	thereof and a sum sufficient to redeem such shares has been irrevocably deposited or set aside to
43-6	pay the redemption price to the holders of the shares upon surrender of certificates therefor.
43-7	7A-5-11. Issuance of additional stock -- When and by whom. -- The directors may, at
43-8	any time and from time to time, if all of the shares of capital stock which the corporation is
43-9	authorized by its certificate of incorporation to issue have not been issued, subscribed for, or
43-10	otherwise committed to be issued, issue or take subscriptions for additional shares of its capital
43-11	stock up to the amount authorized in its certificate of incorporation.
43-12	7A-5-12. Liability of stockholder or subscriber for stock not paid in full. -- (a) When
43-13	the whole of the consideration payable for shares of a corporation has not been paid in, and the
43-14	assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber for
43-15	such shares shall be bound to pay on each share held or subscribed for by such holder or
43-16	subscriber the sum necessary to complete the amount of the unpaid balance of the consideration
43-17	for which such shares were issued or are to be issued by the corporation.
43-18	(b) The amounts which shall be payable as provided in subsection (a) of this section may
43-19	be recovered as provided in section 7A-13-5 of this title, after a writ of execution against the
43-20	corporation has been returned unsatisfied as provided in said section 7A-13-5.
43-21	(c) Any person becoming an assignee or transferee of shares or of a subscription for
43-22	shares in good faith and without knowledge or notice that the full consideration therefor has not
43-23	been paid shall not be personally liable for any unpaid portion of such consideration, but the
43-24	transferor shall remain liable therefor.
43-25	(d) No person holding shares in any corporation as collateral security shall be personally
43-26	liable as a stockholder but the person pledging such shares shall be considered the holder thereof
43-27	and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be
43-28	personally liable as a stockholder, but the estate or funds held by such executor, administrator,
43-29	guardian, trustee or other fiduciary in such fiduciary capacity shall be liable.
43-30	(e) No liability under this section or under section 7A-13-5 of this title shall be asserted
43-31	more than six (6) years after the issuance of the stock or the date of the subscription upon which
43-32	the assessment is sought.
43-33	(f) In any action by a receiver or trustee of an insolvent corporation or by a judgment
43-34	creditor to obtain an assessment under this section, any stockholder or subscriber for stock of the
44-1	insolvent corporation may appear and contest the claim or claims of such receiver or trustee.
44-2	7A-5-13. Payment for stock not paid in full. -- The capital stock of a corporation shall
44-3	be paid for in such amounts and at such times as the directors may require. The directors may,
44-4	from time to time, demand payment, in respect of each share of stock not fully paid, of such sum
44-5	of money as the necessities of the business may, in the judgment of the board of directors,
44-6	require, not exceeding in the whole the balance remaining unpaid on said stock, and such sum so
44-7	demanded shall be paid to the corporation at such times and by such installments as the directors
44-8	shall direct. The directors shall give written notice of the time and place of such payments, which
44-9	notice shall be mailed at least thirty (30) days before the time for such payment, to each holder of
44-10	or subscriber for stock which is not fully paid at such holder's or subscriber's last known post-
44-11	office address.
44-12	7A-5-14. Failure to pay for stock -- Remedies. -- When any stockholder fails to pay any
44-13	installment or call upon such stockholder's stock which may have been properly demanded by the
44-14	directors, at the time when such payment is due, the directors may collect the amount of any such
44-15	installment or call or any balance thereof remaining unpaid, from the said stockholder by an
44-16	action at law, or they shall sell at public sale such part of the shares of such delinquent
44-17	stockholder as will pay all demands then due from such stockholder with interest and all
44-18	incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to
44-19	a certificate therefor.
44-20	Notice of the time and place of such sale and of the sum due on each share shall be given
44-21	by advertisement at least one week before the sale, in a newspaper of the county in this state
44-22	where such corporation's registered office is located, and such notice shall be mailed by the
44-23	corporation to such delinquent stockholder at such stockholder's last known post-office address,
44-24	at least twenty (20) days before such sale.
44-25	If no bidder can be had to pay the amount due on the stock, and if the amount is not
44-26	collected by an action at law, which may be brought within the county where the corporation has
44-27	its registered office, within one year from the date of the bringing of such action at law, the said
44-28	stock and the amount previously paid in by the delinquent stockholder on the stock shall be
44-29	forfeited to the corporation
44-30	7A-5-15. Revocability of preincorporation subscriptions. -- Unless otherwise provided
44-31	by the terms of the subscription, a subscription for stock of a corporation to be formed shall be
44-32	irrevocable, except with the consent of all other subscribers or the corporation, for a period of six
44-33	(6) months from its date.
44-34	7A-5-16. Formalities required of stock subscriptions. -- A subscription for stock of a
45-1	corporation, whether made before or after the formation of a corporation, shall not be enforceable
45-2	against a subscriber, unless in writing and signed by the subscriber or by such subscriber's agent.
45-3	7A-5-17. Lost, stolen or destroyed stock certificates -- Issuance of new certificate or
45-4	uncertificated shares. -- A corporation may issue a new certificate of stock or uncertificated
45-5	shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or
45-6	destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate,
45-7	or such owner's legal representative to give the corporation a bond sufficient to indemnify it
45-8	against any claim that may be made against it on account of the alleged loss, theft or destruction
45-9	of any such certificate or the issuance of such new certificate or uncertificated shares.
45-10	7A-5-18. Judicial proceedings to compel issuance of new certificate or uncertificated
45-11	shares. -- (a) If a corporation refuses to issue new uncertificated shares or a new certificate of
45-12	stock in place of a certificate theretofore issued by it, or by any corporation of which it is the
45-13	lawful successor, alleged to have been lost, stolen or destroyed, the owner of the lost, stolen or
45-14	destroyed certificate or such owner's legal representatives may apply to the superior court for an
45-15	order requiring the corporation to show cause why it should not issue new uncertificated shares or
45-16	a new certificate of stock in place of the certificate so lost, stolen or destroyed. Such application
45-17	shall be by a complaint which shall state the name of the corporation, the number and date of the
45-18	certificate, if known or ascertainable by the plaintiff, the number of shares of stock represented
45-19	thereby and to whom issued, and a statement of the circumstances attending such loss, theft or
45-20	destruction. Thereupon the court shall make an order requiring the corporation to show cause at a
45-21	time and place therein designated, why it should not issue new uncertificated shares or a new
45-22	certificate of stock in place of the one described in the complaint. A copy of the complaint and
45-23	order shall be served upon the corporation at least five (5) days before the time designated in the
45-24	order.
45-25	(b) If, upon hearing, the court is satisfied that the plaintiff is the lawful owner of the
45-26	number of shares of capital stock, or any part thereof, described in the complaint, and that the
45-27	certificate therefor has been lost, stolen or destroyed, and no sufficient cause has been shown why
45-28	new uncertificated shares or a new certificate should not be issued in place thereof, it shall make
45-29	an order requiring the corporation to issue and deliver to the plaintiff new uncertificated shares or
45-30	a new certificate for such shares. In its order the court shall direct that, prior to the issuance and
45-31	delivery to the plaintiff of such new uncertificated shares or a new certificate, the plaintiff give
45-32	the corporation a bond in such form and with such security as to the court appears sufficient to
45-33	indemnify the corporation against any claim that may be made against it on account of the alleged
45-34	loss, theft or destruction of any such certificate or the issuance of such new uncertificated shares
46-1	or new certificate. No corporation which has issued uncertificated shares or a certificate pursuant
46-2	to an order of the court entered hereunder shall be liable in an amount in excess of the amount
46-3	specified in such bond.
46-4	7A-5-19. Situs of ownership of stock. -- For all purposes of title, action, attachment,
46-5	garnishment and jurisdiction of all courts held in this state, but not for the purpose of taxation, the
46-6	situs of the ownership of the capital stock of all corporations existing under the laws of this State,
46-7	whether organized under this chapter or otherwise, shall be regarded as in this state.
46-8	7A-5-20. Dividends – Payment -- Wasting asset corporations. -- (a) The directors of
46-9	every corporation, subject to any restrictions contained in its certificate of incorporation, may
46-10	declare and pay dividends upon the shares of its capital stock, or to its members if the corporation
46-11	is a nonstock corporation, either: (1) out of its surplus, as defined in and computed in accordance
46-12	with sections 7A-5-1 and 7A-8-4 of this title, or (2) in case there shall be no such surplus, out of
46-13	its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
46-14	If the capital of the corporation, computed in accordance with sections 7A-5-1 and 7A-8-4 of this
46-15	title, shall have been diminished by depreciation in the value of its property, or by losses, or
46-16	otherwise, to an amount less than the aggregate amount of the capital represented by the issued
46-17	and outstanding stock of all classes having a preference upon the distribution of assets, the
46-18	directors of such corporation shall not declare and pay out of such net profits any dividends upon
46-19	any shares of any classes of its capital stock until the deficiency in the amount of capital
46-20	represented by the issued and outstanding stock of all classes having a preference upon the
46-21	distribution of assets shall have been repaired. Nothing in this subsection shall invalidate or
46-22	otherwise affect a note, debenture or other obligation of the corporation paid by it as a dividend
46-23	on shares of its stock, or any payment made thereon, if at the time such note, debenture or
46-24	obligation was delivered by the corporation, the corporation had either surplus or net profits as
46-25	provided in clause (1) or (2) of this subsection from which the dividend could lawfully have been
46-26	paid.
46-27	(b) Subject to any restrictions contained in its certificate of incorporation, the directors of
46-28	any corporation engaged in the exploitation of wasting assets (including, but not limited to, a
46-29	corporation engaged in the exploitation of natural resources or other wasting assets, including
46-30	patents, or engaged primarily in the liquidation of specific assets) may determine the net profits
46-31	derived from the exploitation of such wasting assets or the net proceeds derived from such
46-32	liquidation without taking into consideration the depletion of such assets resulting from lapse of
46-33	time, consumption, liquidation or exploitation of such assets.
46-34	7A-5-21. Special purpose reserves. -- The directors of a corporation may set apart out of
47-1	any of the funds of the corporation available for dividends a reserve or reserves for any proper
47-2	purpose and may abolish any such reserve.
47-3	7A-5-22. Liability of directors and committee members as to dividends or stock
47-4	redemption. -- A member of the board of directors, or a member of any committee designated by
47-5	the board of directors, shall be fully protected in relying in good faith upon the records of the
47-6	corporation and upon such information, opinions, reports or statements presented to the
47-7	corporation by any of its officers or employees, or committees of the board of directors, or by any
47-8	other person as to matters the director reasonably believes are within such other person's
47-9	professional or expert competence and who has been selected with reasonable care by or on
47-10	behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of
47-11	the corporation or any other facts pertinent to the existence and amount of surplus or other funds
47-12	from which dividends might properly be declared and paid, or with which the corporation's stock
47-13	might properly be purchased or redeemed.
47-14	7A-5-23. Declaration and payment of dividends. -- No corporation shall pay dividends
47-15	except in accordance with this chapter. Dividends may be paid in cash, in property, or in shares of
47-16	the corporation's capital stock. If the dividend is to be paid in shares of the corporation's
47-17	theretofore unissued capital stock the board of directors shall, by resolution, direct that there be
47-18	designated as capital in respect of such shares an amount which is not less than the aggregate par
47-19	value of par value being declared as a dividend and, in the case of shares without par value being
47-20	declared as a dividend, such amount as shall be determined by the board of directors. No such
47-21	designation as capital shall be necessary if shares are being distributed by a corporation pursuant
47-22	to a split-up or division of its stock rather than as payment of a dividend declared payable in stock
47-23	of the corporation.
47-24	7A-5-24. Liability of directors for unlawful payment of dividend or unlawful stock
47-25	purchase or redemption -- Exoneration from liability -- Contribution among directors --
47-26	Subrogation. -- (a) In case of any wilful or negligent violation of sections 7A-11-10 or 7A-5-23
47-27	of this title, the directors under whose administration the same may happen shall be jointly and
47-28	severally liable, at any time within six (6) years after paying such unlawful dividend or after such
47-29	unlawful stock purchase or redemption, to the corporation, and to its creditors in the event of its
47-30	dissolution or insolvency, to the full amount of the dividend unlawfully paid, or to the full amount
47-31	unlawfully paid for the purchase or redemption of the corporation's stock, with interest from the
47-32	time such liability accrued. Any director who may have been absent when the same was done, or
47-33	who may have dissented from the act or resolution by which the same was done, may be
47-34	exonerated from such liability by causing his or her dissent to be entered on the books containing
48-1	the minutes of the proceedings of the directors at the time the same was done, or immediately
48-2	after such director has notice of the same.
48-3	(b) Any director against whom a claim is successfully asserted under this section shall be
48-4	entitled to contribution from the other directors who voted for or concurred in the unlawful
48-5	dividend, stock purchase or stock redemption.
48-6	(c) Any director against whom a claim is successfully asserted under this section shall be
48-7	entitled, to the extent of the amount paid by such director as a result of such claim, to be
48-8	subrogated to the rights of the corporation against stockholders who received the dividend on, or
48-9	assets for the sale or redemption of, their stock with knowledge of facts indicating that such
48-10	dividend, stock purchase or redemption was unlawful under this chapter, in proportion to the
48-11	amounts received by such stockholders respectively.
48-12	CHAPTER 6. STOCK TRANSFERS
48-13	7A-6-1. Transfer of stock, stock certificates and uncertificated stock. -- Except as
48-14	otherwise provided in this chapter, the transfer of stock and the certificates of stock which
48-15	represent the stock or uncertificated stock shall be governed by title 6A entitled the Uniform
48-16	Commercial Code. To the extent that any provision of this chapter is inconsistent with any
48-17	provision of title 6A, this chapter shall be controlling.
48-18	7A-6-2. Restrictions on transfer and ownership of securities. -- (a) A written
48-19	restriction or restrictions on the transfer or registration of transfer of a security of a corporation,
48-20	or on the amount of the corporation's securities that may be owned by any person or group of
48-21	persons, if permitted by this section and noted conspicuously on the certificate or certificates
48-22	representing the security or securities so restricted or, in the case of uncertificated shares,
48-23	contained in the notice or notices sent pursuant to subsection 7A-5-1(f) of this title, may be
48-24	enforced against the holder of the restricted security or securities or any successor or transferee of
48-25	the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with
48-26	like responsibility for the person or estate of the holder. Unless noted conspicuously on the
48-27	certificate or certificates representing the security or securities so restricted or, in the case of
48-28	uncertificated shares, contained in the notice or notices sent pursuant subsection 7A-5-1(f) of this
48-29	title, a restriction, even though permitted by this section, is ineffective except against a person
48-30	with actual knowledge of the restriction.
48-31	(b) A restriction on the transfer or registration of transfer of securities of a corporation, or
48-32	on the amount of a corporation's securities that may be owned by any person or group of persons,
48-33	may be imposed by the certificate of incorporation or by the bylaws or by an agreement among
48-34	any number of security holders or among such holders and the corporation. No restrictions so
49-1	imposed shall be binding with respect to securities issued prior to the adoption of the restriction
49-2	unless the holders of the securities are parties to an agreement or voted in favor of the restriction.
49-3	(c) A restriction on the transfer or registration of transfer of securities of a corporation or
49-4	on the amount of such securities that may be owned by any person or group of persons is
49-5	permitted by this section if it:
49-6	(1) Obligates the holder of the restricted securities to offer to the corporation or to any
49-7	other holders of securities of the corporation or to any other person or to any combination of the
49-8	foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted
49-9	securities; or
49-10	(2) Obligates the corporation or any holder of securities of the corporation or any other
49-11	person or any combination of the foregoing, to purchase the securities which are the subject of an
49-12	agreement respecting the purchase and sale of the restricted securities; or
49-13	(3) Requires the corporation or the holders of any class or series of securities of the
49-14	corporation to consent to any proposed transfer of the restricted securities or to approve the
49-15	proposed transferee of the restricted securities, or to approve the amount of securities of the
49-16	corporation that may be owned by any person or group of persons; or
49-17	(4) Obligates the holder of the restricted securities to sell or transfer an amount of
49-18	restricted securities to the corporation or to any other holders of securities of the corporation or to
49-19	any other person or to any combination of the foregoing, or causes or results in the automatic sale
49-20	or transfer of an amount of restricted securities to the corporation or to any other holders of
49-21	securities of the corporation or to any other person or to any combination of the foregoing; or
49-22	(5) Prohibits or restricts the transfer of the restricted securities to, or the ownership of
49-23	restricted securities by, designated persons or classes of persons or groups of persons, and such
49-24	designation is not manifestly unreasonable.
49-25	(d) Any restriction on the transfer or the registration of transfer of the securities of a
49-26	corporation, or on the amount of securities of a corporation that may be owned by a person or
49-27	group of persons, for any of the following purposes shall be conclusively presumed to be for a
49-28	reasonable purpose:
49-29	(1) Maintaining any local, state, federal or foreign tax advantage to the corporation or its
49-30	stockholders, including without limitation:
49-31	(A) Maintaining the corporation's status as an electing small business corporation under
49-32	subchapter S of the United States Internal Revenue Code [26 U.S.C. § 1371 et seq.]; or
49-33	(B) Maintaining or preserving any tax attribute (including without limitation net
49-34	operating losses); or
50-1	(C) Qualifying or maintaining the qualification of the corporation as a real estate
50-2	investment trust pursuant to the United States Internal Revenue Code or regulations adopted
50-3	pursuant to the United States Internal Revenue Code.
50-4	(2) Maintaining any statutory or regulatory advantage or complying with any statutory or
50-5	regulatory requirements under applicable local, state, federal or foreign law.
50-6	(e) Any other lawful restriction on transfer or registration of transfer of securities, or on
50-7	the amount of securities that may be owned by any person or group of persons, is permitted by
50-8	this section.
50-9	7A-6-3. Business combinations with interested stockholders. -- (a) Notwithstanding
50-10	any other provisions of this chapter, a corporation shall not engage in any business combination
50-11	with any interested stockholder for a period of three (3) years following the time that such
50-12	stockholder became an interested stockholder, unless:
50-13	(1) Prior to such time the board of directors of the corporation approved either the
50-14	business combination or the transaction which resulted in the stockholder becoming an interested
50-15	stockholder;
50-16	(2) Upon consummation of the transaction which resulted in the stockholder becoming an
50-17	interested stockholder, the interested stockholder owned at least eighty-five percent (85%) of the
50-18	voting stock of the corporation outstanding at the time the transaction commenced, excluding for
50-19	purposes of determining the voting stock outstanding (but not the outstanding voting stock owned
50-20	by the interested stockholder) those shares owned: (i) by persons who are directors and also
50-21	officers; and (ii) employee stock plans in which employee participants do not have the right to
50-22	determine confidentially whether shares held subject to the plan will be tendered in a tender or
50-23	exchange offer; or
50-24	(3) At or subsequent to such time the business combination is approved by the board of
50-25	directors and authorized at an annual or special meeting of stockholders, and not by written
50-26	consent, by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the
50-27	outstanding voting stock which is not owned by the interested stockholder.
50-28	(b) The restrictions contained in this section shall not apply if:
50-29	(1) The corporation's original certificate of incorporation contains a provision expressly
50-30	electing not to be governed by this section;
50-31	(2) The corporation, by action of its board of directors, adopts an amendment to its
50-32	bylaws within ninety (90) days of February 2, 2010, expressly electing not to be governed by this
50-33	section, which amendment shall not be further amended by the board of directors;
50-34	(3) The corporation, by action of its stockholders, adopts an amendment to its certificate
51-1	of incorporation or bylaws expressly electing not to be governed by this section; provided that, in
51-2	addition to any other vote required by law, such amendment to the certificate of incorporation or
51-3	bylaws must be approved by the affirmative vote of a majority of the shares entitled to vote. An
51-4	amendment adopted pursuant to this paragraph shall be effective immediately in the case of a
51-5	corporation that both: (i) has never had a class of voting stock that falls within any of the three (3)
51-6	categories set out in subsection (b)(4) hereof; and (ii) has not elected by a provision in its original
51-7	certificate of incorporation or any amendment thereto to be governed by this section. In all other
51-8	cases, an amendment adopted pursuant to this paragraph shall not be effective until twelve (12)
51-9	months after the adoption of such amendment and shall not apply to any business combination
51-10	between such corporation and any person who became an interested stockholder of such
51-11	corporation on or prior to such adoption. A bylaw amendment adopted pursuant to this paragraph
51-12	shall not be further amended by the board of directors;
51-13	(4) The corporation does not have a class of voting stock that is: (i) listed on a national
51-14	securities exchange; or (ii) held of record by more than two thousand (2,000) stockholders, unless
51-15	any of the foregoing results from action taken, directly or indirectly, by an interested stockholder
51-16	or from a transaction in which a person becomes an interested stockholder;
51-17	(5) A stockholder becomes an interested stockholder inadvertently and (i) as soon as
51-18	practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an
51-19	interested stockholder; and (ii) would not, at any time within the three (3) year period
51-20	immediately prior to a business combination between the corporation and such stockholder, have
51-21	been an interested stockholder but for the inadvertent acquisition of ownership;
51-22	(6) The business combination is proposed prior to the consummation or abandonment of
51-23	and subsequent to the earlier of the public announcement or the notice required hereunder of a
51-24	proposed transaction which: (i) constitutes one of the transactions described in the second
51-25	sentence of this paragraph; (ii) is with or by a person who either was not an interested stockholder
51-26	during the previous three (3) years or who became an interested stockholder with the approval of
51-27	the corporation's board of directors or during the period described in paragraph (7) of this
51-28	subsection (b); and (iii) is approved or not opposed by a majority of the members of the board of
51-29	directors then in office (but not less than 1) who were directors prior to any person becoming an
51-30	interested stockholder during the previous three (3) years or were recommended for election or
51-31	elected to succeed such directors by a majority of such directors. The proposed transactions
51-32	referred to in the preceding sentence are limited to: (1) a merger or consolidation of the
51-33	corporation (except for a merger in respect of which, pursuant to section 7A-9-1(f) of this title,
51-34	no vote of the stockholders of the corporation is required); (2) a sale, lease, exchange, mortgage,
52-1	pledge, transfer or other disposition (in one transaction or a series of transactions), whether as
52-2	part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-
52-3	owned subsidiary of the corporation (other than to any direct or indirect wholly-owned subsidiary
52-4	or to the corporation) having an aggregate market value equal to fifty percent (50%) or more of
52-5	either that aggregate market value of all of the assets of the corporation determined on a
52-6	consolidated basis or the aggregate market value of all the outstanding stock of the corporation;
52-7	or (3) a proposed tender or exchange offer for fifty percent (50%) or more of the outstanding
52-8	voting stock of the corporation. The corporation shall give not less than 20 days' notice to all
52-9	interested stockholders prior to the consummation of any of the transactions described in clause
52-10	(1) or (2) of the 2nd sentence of this paragraph; or
52-11	(7) The business combination is with an interested stockholder who became an interested
52-12	stockholder at a time when the restrictions contained in this section did not apply by reason of
52-13	any of paragraphs (1) through (4) of this subsection (b), provided, however, that this paragraph
52-14	(7) shall not apply if, at the time such interested stockholder became an interested stockholder,
52-15	the corporation's certificate of incorporation contained a provision authorized by the last sentence
52-16	of this subsection (b).
52-17	Notwithstanding paragraphs (1), (2), (3) and (4) of this subsection, a corporation may
52-18	elect, by a provision of its original certificate of incorporation or any amendment thereto, to be
52-19	governed by this section; provided that any such amendment to the certificate of incorporation
52-20	shall not apply to restrict a business combination between the corporation and an interested
52-21	stockholder of the corporation if the interested stockholder became such prior to the effective date
52-22	of the amendment.
52-23	(c) As used in this section only, the term:
52-24	(1) "Affiliate" means a person that directly, or indirectly through one or more
52-25	intermediaries, controls, or is controlled by, or is under common control with, another person.
52-26	(2) "Associate," when used to indicate a relationship with any person, means: (i) any
52-27	corporation, partnership, unincorporated association or other entity of which such person is a
52-28	director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more
52-29	of any class of voting stock; (ii) any trust or other estate in which such person has at least a
52-30	twenty percent (20%) beneficial interest or as to which such person serves as trustee or in a
52-31	similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such
52-32	spouse, who has the same residence as such person.
52-33	(3) "Business combination," when used in reference to any corporation and any interested
52-34	stockholder of such corporation, means:
53-1	(i) Any merger or consolidation of the corporation or any direct or indirect majority-
53-2	owned subsidiary of the corporation with (A) the interested stockholder, or (B) with any other
53-3	corporation, partnership, unincorporated association or other entity if the merger or consolidation
53-4	is caused by the interested stockholder and as a result of such merger or consolidation subsection
53-5	(a) of this section is not applicable to the surviving entity;
53-6	(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
53-7	transaction or a series of transactions), except proportionately as a stockholder of such
53-8	corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of
53-9	assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation
53-10	which assets have an aggregate market value equal to ten percent (10%) or more of either the
53-11	aggregate market value of all the assets of the corporation determined on a consolidated basis or
53-12	the aggregate market value of all the outstanding stock of the corporation;
53-13	(iii) Any transaction which results in the issuance or transfer by the corporation or by any
53-14	direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or
53-15	of such subsidiary to the interested stockholder, except: (A) pursuant to the exercise, exchange or
53-16	conversion of securities exercisable for, exchangeable for, or convertible into, stock of such
53-17	corporation or any such subsidiary which securities were outstanding prior to the time that the
53-18	interested stockholder became such; (B) pursuant to a merger under subsection 7A-9-1(g) of this
53-19	title; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or
53-20	conversion of securities exercisable for, exchangeable for or convertible into stock of such
53-21	corporation or any such subsidiary which security is distributed, pro rata to all holders of a class
53-22	or series of stock of such corporation subsequent to the time the interested stockholder became
53-23	such; (D) pursuant to an exchange offer by the corporation to purchase stock made on the same
53-24	terms to all holders of said stock; or (E) any issuance or transfer of stock by the corporation;
53-25	provided however, that in no case under items (C)-(E) of this subparagraph shall there be an
53-26	increase in the interested stockholder's proportionate share of the stock of any class or series of
53-27	the corporation or of the voting stock of the corporation;
53-28	(iv) Any transaction involving the corporation or any direct or indirect majority-owned
53-29	subsidiary of the corporation which has the effect, directly or indirectly, of increasing the
53-30	proportionate share of the stock of any class or series, or securities convertible into the stock of
53-31	any class or series, of the corporation or of any such subsidiary which is owned by the interested
53-32	stockholder, except as a result of immaterial changes due to fractional share adjustments or as a
53-33	result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by
53-34	the interested stockholder; or
54-1	(v) Any receipt by the interested stockholder of the benefit, directly or indirectly (except
54-2	proportionately as a stockholder of such corporation), of any loans, advances, guarantees, pledges
54-3	or other financial benefits (other than those expressly permitted in subparagraphs (i)-(iv) of this
54-4	paragraph) provided by or through the corporation or any direct or indirect majority-owned
54-5	subsidiary.
54-6	(4) "Control," including the terms "controlling," "controlled by" and "under common
54-7	control with," means the possession, directly or indirectly, of the power to direct or cause the
54-8	direction of the management and policies of a person, whether through the ownership of voting
54-9	stock, by contract or otherwise. A person who is the owner of twenty percent (20%) or more of
54-10	the outstanding voting stock of any corporation, partnership, unincorporated association or other
54-11	entity shall be presumed to have control of such entity, in the absence of proof by a
54-12	preponderance of the evidence to the contrary; Notwithstanding the foregoing, a presumption of
54-13	control shall not apply where such person holds voting stock, in good faith and not for the
54-14	purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for
54-15	one or more owners who do not individually or as a group have control of such entity.
54-16	(5) "Interested stockholder" means any person (other than the corporation and any direct
54-17	or indirect majority-owned subsidiary of the corporation) that: (i) is the owner of fifteen percent
54-18	(15%) or more of the outstanding voting stock of the corporation; or (ii) is an affiliate or associate
54-19	of the corporation and was the owner of fifteen percent (15%) or more of the outstanding voting
54-20	stock of the corporation at any time within the three (3)-year period immediately prior to the date
54-21	on which it is sought to be determined whether such person is an interested stockholder, and the
54-22	affiliates and associates of such person; provided, however, that the term "interested stockholder"
54-23	shall not include any person who: (A) owned shares in excess of the fifteen percent (15%)
54-24	limitation set forth herein as of, or acquired such shares pursuant to a tender offer, or pursuant to
54-25	an exchange offer announced prior to the aforesaid date and commenced within ninety (90) days
54-26	thereafter and either (A) continued to own shares in excess of such fifteen percent (15%)
54-27	limitation or would have but for action by the corporation or (B) is an affiliate or associate of the
54-28	corporation and so continued (or so would have continued but for action by the corporation) to be
54-29	the owner of fifteen percent (15%) or more of the outstanding voting stock of the corporation at
54-30	any time within the three (3)-year period immediately prior to the date on which it is sought to be
54-31	determined whether such a person is an interested stockholder or (B) acquired said shares from a
54-32	person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no
54-33	consideration was exchanged; or (y) any person whose ownership of shares in excess of the
54-34	fifteen percent (15%) limitation set forth herein is the result of action taken solely by the
55-1	corporation; provided that such person shall be an interested stockholder if thereafter such person
55-2	acquires additional shares of voting stock of the corporation, except as a result of further
55-3	corporate action not caused, directly or indirectly, by such person. For the purpose of determining
55-4	whether a person is an interested stockholder, the voting stock of the corporation deemed to be
55-5	outstanding shall include stock deemed to be owned by the person through application of
55-6	paragraph (9) of this subsection but shall not include any other unissued stock of such corporation
55-7	which may be issuable pursuant to any agreement, arrangement or understanding, or upon
55-8	exercise of conversion rights, warrants or options, or otherwise.
55-9	(6) "Person" means any individual, corporation, partnership, unincorporated association
55-10	or other entity.
55-11	(7) "Stock" means, with respect to any corporation, capital stock and, with respect to any
55-12	other entity, any equity interest.
55-13	(8) "Voting stock" means, with respect to any corporation, stock of any class or series
55-14	entitled to vote generally in the election of directors and, with respect to any entity that is not a
55-15	corporation, any equity interest entitled to vote generally in the election of the governing body of
55-16	such entity. Every reference to a percentage of voting stock shall refer to such percentage of the
55-17	votes of such voting stock.
55-18	(9) "Owner," including the terms "own" and "owned," when used with respect to any
55-19	stock, means a person that individually or with or through any of its affiliates or associates:
55-20	(i) Beneficially owns such stock, directly or indirectly; or
55-21	(ii) Has: (A) the right to acquire such stock (whether such right is exercisable
55-22	immediately or only after the passage of time) pursuant to any agreement, arrangement or
55-23	understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or
55-24	otherwise; provided, however, that a person shall not be deemed the owner of stock tendered
55-25	pursuant to a tender or exchange offer made by such person or any of such person's affiliates or
55-26	associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote
55-27	such stock pursuant to any agreement, arrangement or understanding; provided, however, that a
55-28	person shall not be deemed the owner of any stock because of such person's right to vote such
55-29	stock if the agreement, arrangement or understanding to vote such stock arises solely from a
55-30	revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10)
55-31	or more persons; or
55-32	(iii) Has any agreement, arrangement or understanding for the purpose of acquiring,
55-33	holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B)
55-34	of subparagraph (ii) of this paragraph), or disposing of such stock with any other person that
56-1	beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such
56-2	stock.
56-3	(d) No provision of a certificate of incorporation or bylaw shall require, for any vote of
56-4	stockholders required by this section, a greater vote of stockholders than that specified in this
56-5	section.
56-6	(e) The superior court is hereby vested with exclusive jurisdiction to hear and determine
56-7	all matters with respect to this section.
56-8	CHAPTER 7. MEETINGS, ELECTIONS, VOTING AND NOTICE
56-9	7A-7-1. Meetings of stockholders. -- (a)(1) Meetings of stockholders may be held at
56-10	such place, either within or without this state as may be designated by or in the manner provided
56-11	in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of
56-12	directors. If, pursuant to this paragraph or the certificate of incorporation or the bylaws of the
56-13	corporation, the board of directors is authorized to determine the place of a meeting of
56-14	stockholders, the board of directors may, in its sole discretion, determine that the meeting shall
56-15	not be held at any place, but may instead be held solely by means of remote communication as
56-16	authorized by paragraph (a)(2) of this section.
56-17	(2) If authorized by the board of directors in its sole discretion, and subject to such
56-18	guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not
56-19	physically present at a meeting of stockholders may, by means of remote communication:
56-20	(i) Participate in a meeting of stockholders; and
56-21	(ii) Be deemed present in person and vote at a meeting of stockholders, whether such
56-22	meeting is to be held at a designated place or solely by means of remote communication,
56-23	provided that: the corporation shall implement reasonable measures to verify that each person
56-24	deemed present and permitted to vote at the meeting by means of remote communication is a
56-25	stockholder or proxyholder; (B) the corporation shall implement reasonable measures to provide
56-26	such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to
56-27	vote on matters submitted to the stockholders, including an opportunity to read or hear the
56-28	proceedings of the meeting substantially concurrently with such proceedings; and (C) if any
56-29	stockholder or proxyholder votes or takes other action at the meeting by means of remote
56-30	communication, a record of such vote or other action shall be maintained by the corporation.
56-31	(b) Unless directors are elected by written consent in lieu of an annual meeting as
56-32	permitted by this subsection, an annual meeting of stockholders shall be held for the election of
56-33	directors on a date and at a time designated by or in the manner provided in the bylaws.
56-34	Stockholders may, unless the certificate of incorporation otherwise provides, act by written
57-1	consent to elect directors; provided, however, that, if such consent is less than unanimous, such
57-2	action by written consent may be in lieu of holding an annual meeting only if all of the
57-3	directorships to which directors could be elected at an annual meeting held at the effective time of
57-4	such action are vacant and are filled by such action. Any other proper business may be transacted
57-5	at the annual meeting.
57-6	(c) A failure to hold the annual meeting at the designated time or to elect a sufficient
57-7	number of directors to conduct the business of the corporation shall not affect otherwise valid
57-8	corporate acts or work a forfeiture or dissolution of the corporation except as may be otherwise
57-9	specifically provided in this chapter. If the annual meeting for election of directors is not held on
57-10	the date designated therefor or action by written consent to elect directors in lieu of an annual
57-11	meeting has not been taken, the directors shall cause the meeting to be held as soon as is
57-12	convenient. If there be a failure to hold the annual meeting or to take action by written consent to
57-13	elect directors in lieu of an annual meeting for a period of thirty (30) days after the date
57-14	designated for the annual meeting, or if no date has been designated, for a period of thirteen (13)
57-15	months after the latest to occur of the organization of the corporation, its last annual meeting or
57-16	the last action by written consent to elect directors in lieu of an annual meeting, the superior court
57-17	may summarily order a meeting to be held upon the application of any stockholder or director.
57-18	The shares of stock represented at such meeting, either in person or by proxy, and entitled to vote
57-19	thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision
57-20	of the certificate of incorporation or bylaws to the contrary. The superior court may issue such
57-21	orders as may be appropriate, including, without limitation, orders designating the time and place
57-22	of such meeting, the record date for determination of stockholders entitled to vote, and the form
57-23	of notice of such meeting.
57-24	(d) Special meetings of the stockholders may be called by the board of directors or by
57-25	such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
57-26	(e) All elections of directors shall be by written ballot unless otherwise provided in the
57-27	certificate of incorporation; if authorized by the board of directors, such requirement of a written
57-28	ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such
57-29	electronic transmission must either set forth or be submitted with information from which it can
57-30	be determined that the electronic transmission was authorized by the stockholder or proxy holder.
57-31	7A-7-2. Voting rights of stockholders – Proxies -- Limitations. -- (a) Unless otherwise
57-32	provided in the certificate of incorporation and subject to section 7A-7-3 of this title, each
57-33	stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.
57-34	If the certificate of incorporation provides for more or less than one vote for any share, on any
58-1	matter, every reference in this chapter to a majority or other proportion of stock, voting stock or
58-2	shares shall refer to such majority or other proportion of the votes of such stock, voting stock or
58-3	shares.
58-4	(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or
58-5	dissent to corporate action in writing without a meeting may authorize another person or persons
58-6	to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three
58-7	(3) years from its date, unless the proxy provides for a longer period.
58-8	(c) Without limiting the manner in which a stockholder may authorize another person or
58-9	persons to act for such stockholder as proxy pursuant to subsection (b) of this section, the
58-10	following shall constitute a valid means by which a stockholder may grant such authority:
58-11	(1) A stockholder may execute a writing authorizing another person or persons to act for
58-12	such stockholder as proxy. Execution may be accomplished by the stockholder or such
58-13	stockholder's authorized officer, director, employee or agent signing such writing or causing such
58-14	person's signature to be affixed to such writing by any reasonable means including, but not
58-15	limited to, by facsimile signature.
58-16	(2) A stockholder may authorize another person or persons to act for such stockholder as
58-17	proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of
58-18	electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation
58-19	firm, proxy support service organization or like agent duly authorized by the person who will be
58-20	the holder of the proxy to receive such transmission, provided that any such telegram, cablegram
58-21	or other means of electronic transmission must either set forth or be submitted with information
58-22	from which it can be determined that the telegram, cablegram or other electronic transmission
58-23	was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other
58-24	electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons
58-25	making that determination shall specify the information upon which they relied.
58-26	(d) Any copy, facsimile telecommunication or other reliable reproduction of the writing
58-27	or transmission created pursuant to subsection (c) of this section may be substituted or used in
58-28	lieu of the original writing or transmission for any and all purposes for which the original writing
58-29	or transmission could be used, provided that such copy, facsimile telecommunication or other
58-30	reproduction shall be a complete reproduction of the entire original writing or transmission.
58-31	(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and
58-32	only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A
58-33	proxy may be made irrevocable regardless of whether the interest with which it is coupled is an
58-34	interest in the stock itself or an interest in the corporation generally.
59-1	7A-7-3. Fixing date for determination of stockholders of record. -- (a) In order that
59-2	the corporation may determine the stockholders entitled to notice of or to vote at any meeting of
59-3	stockholders or any adjournment thereof, the board of directors may fix a record date, which
59-4	record date shall not precede the date upon which the resolution fixing the record date is adopted
59-5	by the board of directors, and which record date shall not be more than sixty (60) nor less than ten
59-6	(10) days before the date of such meeting. If no record date is fixed by the board of directors, the
59-7	record date for determining stockholders entitled to notice of or to vote at a meeting of
59-8	stockholders shall be at the close of business on the day next preceding the day on which notice is
59-9	given, or, if notice is waived, at the close of business on the day next preceding the day on which
59-10	the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a
59-11	meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that
59-12	the board of directors may fix a new record date for the adjourned meeting.
59-13	(b) In order that the corporation may determine the stockholders entitled to consent to
59-14	corporate action in writing without a meeting, the board of directors may fix a record date, which
59-15	record date shall not precede the date upon which the resolution fixing the record date is adopted
59-16	by the board of directors, and which date shall not be more than ten (10) days after the date upon
59-17	which the resolution fixing the record date is adopted by the board of directors. If no record date
59-18	has been fixed by the board of directors, the record date for determining stockholders entitled to
59-19	consent to corporate action in writing without a meeting, when no prior action by the board of
59-20	directors is required by this chapter, shall be the first date on which a signed written consent
59-21	setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to
59-22	its registered office in this state, its principal place of business or an officer or agent of the
59-23	corporation having custody of the book in which proceedings of meetings of stockholders are
59-24	recorded. Delivery made to a corporation's registered office shall be by hand or by certified or
59-25	registered mail, return receipt requested. If no record date has been fixed by the board of directors
59-26	and prior action by the board of directors is required by this chapter, the record date for
59-27	determining stockholders entitled to consent to corporate action in writing without a meeting shall
59-28	be at the close of business on the day on which the board of directors adopts the resolution taking
59-29	such prior action.
59-30	(c) In order that the corporation may determine the stockholders entitled to receive
59-31	payment of any dividend or other distribution or allotment of any rights or the stockholders
59-32	entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for
59-33	the purpose of any other lawful action, the board of directors may fix a record date, which record
59-34	date shall not precede the date upon which the resolution fixing the record date is adopted, and
60-1	which record date shall be not more than sixty (60) days prior to such action. If no record date is
60-2	fixed, the record date for determining stockholders for any such purpose shall be at the close of
60-3	business on the day on which the board of directors adopts the resolution relating thereto.
60-4	7A-7-4. Cumulative voting. -- The certificate of incorporation of any corporation may
60-5	provide that at all elections of directors of the corporation, or at elections held under specified
60-6	circumstances, each holder of stock or of any class or classes or of a series or series thereof shall
60-7	be entitled to as many votes as shall equal the number of votes which (except for such provision
60-8	as to cumulative voting) such holder would be entitled to cast for the election of directors with
60-9	respect to such holder's shares of stock multiplied by the number of directors to be elected by
60-10	such holder, and that such holder may cast all of such votes for a single director or may distribute
60-11	them among the number to be voted for, or for any two (2) or more of them as such holder may
60-12	see fit.
60-13	7A-7-5. Voting rights of members of nonstock corporations – Quorum -- Proxies. --
60-14	(a) Sections 7A-7-1 through 7A-7-4 and 7A-7-6 of this title shall not apply to corporations not
60-15	authorized to issue stock, except that section 7A-7-1 of this title and sections 7a-7-2 (c) and (d) of
60-16	this title shall apply to such corporations, and, when so applied, all references therein to
60-17	stockholders and to the board of directors shall be deemed to refer to the members and the
60-18	governing body of a nonstock corporation, respectively.
60-19	(b) Unless otherwise provided in the certificate of incorporation of a nonstock
60-20	corporation, each member shall be entitled at every meeting of members to one vote in person or
60-21	by proxy, but no proxy shall be voted on after three (3) years from its date, unless the proxy
60-22	provides for a longer period.
60-23	(c) Unless otherwise provided in this chapter, the certificate of incorporation or bylaws of
60-24	a nonstock corporation may specify the number of members having voting power who shall be
60-25	present or represented by proxy at any meeting in order to constitute a quorum for, and the votes
60-26	that shall be necessary for, the transaction of any business. In the absence of such specification in
60-27	the certificate of incorporation or bylaws of a nonstock corporation:
60-28	(1) One-third (1/3) of the members of such corporation shall constitute a quorum at a
60-29	meeting of such members;
60-30	(2) In all matters other than the election of the governing body of such corporation, the
60-31	affirmative vote of a majority of such members present in person or represented by proxy at the
60-32	meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote
60-33	of a greater number is required by this chapter; and
60-34	(3) Members of the governing body shall be elected by a plurality of the votes of the
61-1	members of the corporation present in person or represented by proxy at the meeting and entitled
61-2	to vote thereon.
61-3	(d) If the election of the governing body of any nonstock corporation shall not be held on
61-4	the day designated by the bylaws, the governing body shall cause the election to be held as soon
61-5	thereafter as convenient. The failure to hold such an election at the designated time shall not work
61-6	any forfeiture or dissolution of the corporation, but the superior court may summarily order such
61-7	an election to be held upon the application of any member of the corporation. At any election
61-8	pursuant to such order the persons entitled to vote in such election who shall be present at such
61-9	meeting, either in person or by proxy, shall constitute a quorum for such meeting,
61-10	notwithstanding any provision of the certificate of incorporation or the bylaws of the corporation
61-11	to the contrary.
61-12	(e) If authorized by the governing body, any requirement of a written ballot shall be
61-13	satisfied by a ballot submitted by electronic transmission, provided that any such electronic
61-14	transmission must either set forth or be submitted with information from which it can be
61-15	determined that the electronic transmission was authorized by the member or proxy holder.
61-16	7A-7-6. Quorum and required vote for stock corporations. -- Subject to this chapter in
61-17	respect of the vote that shall be required for a specified action, the certificate of incorporation or
61-18	bylaws of any corporation authorized to issue stock may specify the number of shares and/or the
61-19	amount of other securities having voting power the holders of which shall be present or
61-20	represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall
61-21	be necessary for, the transaction of any business, but in no event shall a quorum consist of less
61-22	than one-third (1/3)of the shares entitled to vote at the meeting, except that, where a separate vote
61-23	by a class or series or classes or series is required, a quorum shall consist of no less than one-third
61-24	(1/3) of the shares of such class or series or classes or series. In the absence of such specification
61-25	in the certificate of incorporation or bylaws of the corporation:
61-26	(1) A majority of the shares entitled to vote, present in person or represented by proxy,
61-27	shall constitute a quorum at a meeting of stockholders;
61-28	(2) In all matters other than the election of directors, the affirmative vote of the majority
61-29	of shares present in person or represented by proxy at the meeting and entitled to vote on the
61-30	subject matter shall be the act of the stockholders;
61-31	(3) Directors shall be elected by a plurality of the votes of the shares present in person or
61-32	represented by proxy at the meeting and entitled to vote on the election of directors; and
61-33	(4) Where a separate vote by a class or series or classes or series is required, a majority of
61-34	the outstanding shares of such class or series or classes or series, present in person or represented
62-1	by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter
62-2	and, in all matters other than the election of directors, the affirmative vote of the majority of
62-3	shares of such class or series or classes or series present in person or represented by proxy at the
62-4	meeting shall be the act of such class or series or classes or series.
62-5	A bylaw amendment adopted by stockholders which specifies the votes that shall be
62-6	necessary for the election of directors shall not be further amended or repealed by the board of
62-7	directors
62-8	7A-7-7. Voting rights of fiduciaries, pledgors and joint owners of stock. -- (a) Persons
62-9	holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose
62-10	stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the
62-11	corporation such person has expressly empowered the pledgee to vote thereon, in which case only
62-12	the pledgee, or such pledgee's proxy, may represent such stock and vote thereon.
62-13	(b) If shares or other securities having voting power stand of record in the names of two
62-14	(2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in
62-15	common, tenants by the entirety or otherwise, or if two (2) or more persons have the same
62-16	fiduciary relationship respecting the same shares, unless the secretary of the corporation is given
62-17	written notice to the contrary and is furnished with a copy of the instrument or order appointing
62-18	them or creating the relationship wherein it is so provided, their acts with respect to voting shall
62-19	have the following effect:
62-20	(1) If only one votes, such person's act binds all;
62-21	(2) If more than one vote, the act of the majority so voting binds all;
62-22	(3) If more than one vote, but the vote is evenly split on any particular matter, each
62-23	faction may vote the securities in question proportionally, or any person voting the shares, or a
62-24	beneficiary, if any, may apply to the superior court or such other court as may have jurisdiction to
62-25	appoint an additional person to act with the persons so voting the shares, which shall then be
62-26	voted as determined by a majority of such persons and the person appointed by the superior court.
62-27	If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or
62-28	even split for the purpose of this subsection shall be a majority or even split in interest.
62-29	7A-7-8. Voting trusts and other voting agreements. -- (a) One stockholder or two (2)
62-30	or more stockholders may by agreement in writing deposit capital stock of an original issue with
62-31	or transfer capital stock to any person or persons, or entity or entities authorized to act as trustee,
62-32	for the purpose of vesting in such person or persons, entity or entities, who may be designated
62-33	voting trustee, or voting trustees, the right to vote thereon for any period of time determined by
62-34	such agreement, upon the terms and conditions stated in such agreement. The agreement may
63-1	contain any other lawful provisions not inconsistent with such purpose. After the filing of a copy
63-2	of the agreement in the registered office of the corporation in this state, which copy shall be open
63-3	to the inspection of any stockholder of the corporation or any beneficiary of the trust under the
63-4	agreement daily during business hours, certificates of stock or uncertificated stock shall be issued
63-5	to the voting trustee or trustees to represent any stock of an original issue so deposited with such
63-6	voting trustee or trustees, and any certificates of stock or uncertificated stock so transferred to the
63-7	voting trustee or trustees shall be surrendered and cancelled and new certificates or uncertificated
63-8	stock shall be issued therefore to the voting trustee or trustees. In the certificate so issued, if any,
63-9	it shall be stated that it is issued pursuant to such agreement, and that fact shall also be stated in
63-10	the stock ledger of the corporation. The voting trustee or trustees may vote the stock so issued or
63-11	transferred during the period specified in the agreement. Stock standing in the name of the voting
63-12	trustee or trustees may be voted either in person or by proxy, and in voting the stock, the voting
63-13	trustee or trustees shall incur no responsibility as stockholder, trustee or otherwise, except for
63-14	their own individual malfeasance. In any case where two (2) or more persons or entities are
63-15	designated as voting trustees, and the right and method of voting any stock standing in their
63-16	names at any meeting of the corporation are not fixed by the agreement appointing the trustees,
63-17	the right to vote the stock and the manner of voting it at the meeting shall be determined by a
63-18	majority of the trustees, or if they be equally divided as to the right and manner of voting the
63-19	stock in any particular case, the vote of the stock in such case shall be divided equally among the
63-20	trustees.
63-21	(b) Any amendment to a voting trust agreement shall be made by a written agreement, a
63-22	copy of which shall be filed in the registered office of the corporation in this state.
63-23	(c) An agreement between two (2) or more stockholders, if in writing and signed by the
63-24	parties thereto, may provide that in exercising any voting rights, the shares held by them shall be
63-25	voted as provided by the agreement, or as the parties may agree, or as determined in accordance
63-26	with a procedure agreed upon by them.
63-27	(d) This section shall not be deemed to invalidate any voting or other agreement among
63-28	stockholders or any irrevocable proxy which is not otherwise illegal.
63-29	7A-7-9. List of stockholders entitled to vote -- Penalty for refusal to produce -- Stock
63-30	ledger. -- (a) The officer who has charge of the stock ledger of a corporation shall prepare and
63-31	make, at least ten (10) days before every meeting of stockholders, a complete list of the
63-32	stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the
63-33	address of each stockholder and the number of shares registered in the name of each stockholder.
63-34	Nothing contained in this section shall require the corporation to include electronic mail
64-1	addresses or other electronic contact information on such list. Such list shall be open to the
64-2	examination of any stockholder for any purpose germane to the meeting for a period of at least
64-3	ten (10) days prior to the meeting: (1) on a reasonably accessible electronic network, provided
64-4	that the information required to gain access to such list is provided with the notice of the meeting,
64-5	or (2) during ordinary business hours, at the principal place of business of the corporation. In the
64-6	event that the corporation determines to make the list available on an electronic network, the
64-7	corporation may take reasonable steps to ensure that such information is available only to
64-8	stockholders of the corporation. If the meeting is to be held at a place, then the list shall be
64-9	produced and kept at the time and place of the meeting during the whole time thereof and may be
64-10	inspected by any stockholder who is present. If the meeting is to be held solely by means of
64-11	remote communication, then the list shall also be open to the examination of any stockholder
64-12	during the whole time of the meeting on a reasonably accessible electronic network, and the
64-13	information required to access such list shall be provided with the notice of the meeting.
64-14	(b) Upon the wilful neglect or refusal of the directors to produce such a list at any
64-15	meeting for the election of directors held at a place, or to open such a list to examination on a
64-16	reasonably accessible electronic network during any meeting for the election of directors held
64-17	solely by means of remote communication, they shall be ineligible for election to any office at
64-18	such meeting.
64-19	(c) The stock ledger shall be the only evidence as to who are the stockholders entitled by
64-20	this section to examine the list required by this section or to vote in person or by proxy at any
64-21	meeting of stockholders.
64-22	7A-7-10. Inspection of books and records. -- (a) As used in this section:
64-23	(1) "List of stockholders" includes lists of members in a nonstock corporation.
64-24	(2) "Stockholder" means a holder of record of stock in a stock corporation, or a person
64-25	who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee
64-26	on behalf of such person, and also a member of a nonstock corporation as reflected on the records
64-27	of the nonstock corporation.
64-28	(3) "Subsidiary" means any entity directly or indirectly owned, in whole or in part, by the
64-29	corporation of which the stockholder is a stockholder and over the affairs of which the
64-30	corporation directly or indirectly exercises control, and includes, without limitation, corporations,
64-31	partnerships, limited partnerships, limited liability partnerships, limited liability companies,
64-32	statutory trusts and/or joint ventures.
64-33	(4) "Under oath" includes statements the declarant affirms to be true under penalty of
64-34	perjury under the laws of the United States or any state.
65-1	(b) Any stockholder, in person or by attorney or other agent, shall, upon written demand
65-2	under oath stating the purpose thereof, have the right during the usual hours for business to
65-3	inspect for any proper purpose, and to make copies and extracts from:
65-4	(1) The corporation's stock ledger, a list of its stockholders, and its other books and
65-5	records; and
65-6	(2) A subsidiary's books and records, to the extent that:
65-7	(i) The corporation has actual possession and control of such records of such subsidiary;
65-8	or
65-9	(ii) The corporation could obtain such records through the exercise of control over such
65-10	subsidiary, provided that as of the date of the making of the demand:
65-11	(A) The stockholder inspection of such books and records of the subsidiary would not
65-12	constitute a breach of an agreement between the corporation or the subsidiary and a person or
65-13	persons not affiliated with the corporation; and
65-14	(B) The subsidiary would not have the right under the law applicable to it to deny the
65-15	corporation access to such books and records upon demand by the corporation.
65-16	In every instance where the stockholder is other than a record holder of stock in a stock
65-17	corporation or a member of a nonstock corporation, the demand under oath shall state the person's
65-18	status as a stockholder, be accompanied by documentary evidence of beneficial ownership of the
65-19	stock, and state that such documentary evidence is a true and correct copy of what it purports to
65-20	be. A proper purpose shall mean a purpose reasonably related to such person's interest as a
65-21	stockholder. In every instance where an attorney or other agent shall be the person who seeks the
65-22	right to inspection, the demand under oath shall be accompanied by a power of attorney or such
65-23	other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.
65-24	The demand under oath shall be directed to the corporation at its registered office in this state or
65-25	at its principal place of business.
65-26	(c) If the corporation, or an officer or agent thereof, refuses to permit an inspection
65-27	sought by a stockholder or attorney or other agent acting for the stockholder pursuant to
65-28	subsection (ii) of this section or does not reply to the demand within five (5) business days after
65-29	the demand has been made, the stockholder may apply to the superior court for an order to
65-30	compel such inspection. The superior court is hereby vested with exclusive jurisdiction to
65-31	determine whether or not the person seeking inspection is entitled to the inspection sought. The
65-32	superior court may summarily order the corporation to permit the stockholder to inspect the
65-33	corporation's stock ledger, an existing list of stockholders, and its other books and records, and to
65-34	make copies or extracts therefrom; or the superior court may order the corporation to furnish to
66-1	the stockholder a list of its stockholders as of a specific date on condition that the stockholder
66-2	first pay to the corporation the reasonable cost of obtaining and furnishing such list and on such
66-3	other conditions as the superior court deems appropriate. Where the stockholder seeks to inspect
66-4	the corporation's books and records, other than its stock ledger or list of stockholders, such
66-5	stockholder shall first establish that:
66-6	(1) Such stockholder is a stockholder;
66-7	(2) Such stockholder has complied with this section respecting the form and manner of
66-8	making demand for inspection of such documents; and
66-9	(3) The inspection such stockholder seeks is for a proper purpose.
66-10	Where the stockholder seeks to inspect the corporation's stock ledger or list of
66-11	stockholders and establishes that such stockholder is a stockholder and has complied with this
66-12	section respecting the form and manner of making demand for inspection of such documents, the
66-13	burden of proof shall be upon the corporation to establish that the inspection such stockholder
66-14	seeks is for an improper purpose. The superior court may, in its discretion, prescribe any
66-15	limitations or conditions with reference to the inspection, or award such other or further relief as
66-16	the superior court may deem just and proper. The superior court may order books, documents and
66-17	records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within
66-18	this state and kept in this state upon such terms and conditions as the order may prescribe.
66-19	(d) Any director (including a member of the governing body of a nonstock corporation)
66-20	shall have the right to examine the corporation's stock ledger, a list of its stockholders and its
66-21	other books and records for a purpose reasonably related to the director's position as a director.
66-22	The superior court is hereby vested with the exclusive jurisdiction to determine whether a
66-23	director is entitled to the inspection sought. The superior court may summarily order the
66-24	corporation to permit the director to inspect any and all books and records, the stock ledger and
66-25	the list of stockholder's and to make copies or extracts therefrom. The burden of proof shall be
66-26	upon the corporation to establish that the inspection such director seeks is for an improper
66-27	purpose. The superior court may, in its discretion, prescribe any limitations or conditions with
66-28	reference to the inspection, or award such other and further relief as the superior court may deem
66-29	just and proper.
66-30	7A-7-11. Voting, inspection and other rights of bondholders and debenture holders.
66-31	-- Every corporation may in its certificate of incorporation confer upon the holders of any bonds,
66-32	debentures or other obligations issued or to be issued by the corporation the power to vote in
66-33	respect to the corporate affairs and management of the corporation to the extent and in the manner
66-34	provided in the certificate of incorporation and may confer upon such holders of bonds,
67-1	debentures or other obligations the same right of inspection of its books, accounts and other
67-2	records, and also any other rights, which the stockholders of the corporation have or may have by
67-3	reason of this chapter or of its certificate of incorporation. If the certificate of incorporation so
67-4	provides, such holders of bonds, debentures or other obligations shall be deemed to be
67-5	stockholders, and their bonds, debentures or other obligations shall be deemed to be shares of
67-6	stock, for the purpose of any provision of this chapter which requires the vote of stockholders as a
67-7	prerequisite to any corporate action and the certificate of incorporation may divest the holders of
67-8	capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except
67-9	as set forth in paragraph (2) of subsection (b) of section 7A-8-2 of this title.
67-10	7A-7-12. Notice of meetings and adjourned meetings. -- (a) Whenever stockholders are
67-11	required or permitted to take any action at a meeting, a written notice of the meeting shall be
67-12	given which shall state the place, if any, date and hour of the meeting, the means of remote
67-13	communications, if any, by which stockholders and proxy holders may be deemed to be present
67-14	in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes
67-15	for which the meeting is called.
67-16	(b) Unless otherwise provided in this chapter, the written notice of any meeting shall be
67-17	given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each
67-18	stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the
67-19	United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it
67-20	appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or
67-21	of the transfer agent or other agent of the corporation that the notice has been given shall, in the
67-22	absence of fraud, be prima facie evidence of the facts stated therein.
67-23	(c) When a meeting is adjourned to another time or place, unless the bylaws otherwise
67-24	require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and
67-25	the means of remote communications, if any, by which stockholders and proxy holders may be
67-26	deemed to be present in person and vote at such adjourned meeting are announced at the meeting
67-27	at which the adjournment is taken. At the adjourned meeting the corporation may transact any
67-28	business which might have been transacted at the original meeting. If the adjournment is for more
67-29	than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned
67-30	meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to
67-31	vote at the meeting.
67-32	7A-7-13. Vacancies and newly created directorships. -- (a) Unless otherwise provided
67-33	in the certificate of incorporation or bylaws:
67-34	(1) Vacancies and newly created directorships resulting from any increase in the
68-1	authorized number of directors elected by all of the stockholders having the right to vote as a
68-2	single class may be filled by a majority of the directors then in office, although less than a
68-3	quorum, or by a sole remaining director;
68-4	(2) Whenever the holders of any class or classes of stock or series thereof are entitled to
68-5	elect one or more directors by the certificate of incorporation, vacancies and newly created
68-6	directorships of such class or classes or series may be filled by a majority of the directors elected
68-7	by such class or classes or series thereof then in office, or by a sole remaining director so elected.
68-8	If at any time, by reason of death or resignation or other cause, a corporation should have
68-9	no directors in office, then any officer or any stockholder or an executor, administrator, trustee or
68-10	guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or
68-11	estate of a stockholder, may call a special meeting of stockholders in accordance with the
68-12	certificate of incorporation or the bylaws, or may apply to the superior court for a decree
68-13	summarily ordering an election as provided in section 7A-7-1 of this title.
68-14	(b) In the case of a corporation the directors of which are divided into classes, any
68-15	directors chosen under subsection (a) of this section shall hold office until the next election of the
68-16	class for which such directors shall have been chosen, and until their successors shall be elected
68-17	and qualified.
68-18	(c) If, at the time of filling any vacancy or any newly created directorship, the directors
68-19	then in office shall constitute less than a majority of the whole board (as constituted immediately
68-20	prior to any such increase), the superior court may, upon application of any stockholder or
68-21	stockholders holding at least ten percent (10%) of the voting stock at the time outstanding having
68-22	the right to vote for such directors, summarily order an election to be held to fill any such
68-23	vacancies or newly created directorships, or to replace the directors chosen by the directors then
68-24	in office as aforesaid, which election shall be governed by section 7A-7-1 of this title as far as
68-25	applicable.
68-26	(d) Unless otherwise provided in the certificate of incorporation or bylaws, when one or
68-27	more directors shall resign from the board, effective at a future date, a majority of the directors
68-28	then in office, including those who have so resigned, shall have power to fill such vacancy or
68-29	vacancies, the vote thereon to take effect when such resignation or resignations shall become
68-30	effective, and each director so chosen shall hold office as provided in this section in the filling of
68-31	other vacancies.
68-32	7A-7-14. Form of records. -- Any records maintained by a corporation in the regular
68-33	course of its business, including its stock ledger, books of account, and minute books, may be
68-34	kept on, or by means of, or be in the form of, any information storage device, or method provided
69-1	that the records so kept can be converted into clearly legible paper form within a reasonable time.
69-2	Any corporation shall so convert any records so kept upon the request of any person entitled to
69-3	inspect such records pursuant to any provision of this chapter. When records are kept in such
69-4	manner, a clearly legible paper form produced from or by means of the information storage
69-5	device or method shall be admissible in evidence, and accepted for all other purposes, to the same
69-6	extent as an original paper record of the same information would have been, provided the paper
69-7	form accurately portrays the record.
69-8	7A-7-15. Contested election of directors -- Proceedings to determine validity. -- (a)
69-9	Upon application of any stockholder or director, or any officer whose title to office is contested,
69-10	or any member of a corporation without capital stock, the superior court may hear and determine
69-11	the validity of any election, appointment, removal or resignation of any director, member of the
69-12	governing body, or officer of any corporation, and the right of any person to hold or continue to
69-13	hold such office, and, in case any such office is claimed by more than one person, may determine
69-14	the person entitled thereto; and to that end make such order or decree in any such case as may be
69-15	just and proper, with power to enforce the production of any books, papers and records of the
69-16	corporation relating to the issue. In case it should be determined that no valid election has been
69-17	held, the superior court may order an election to be held in accordance with section 7A-7-1 or
69-18	7A-7-5 of this title. In any such application, service of copies of the application upon the
69-19	registered agent of the corporation shall be deemed to be service upon the corporation and upon
69-20	the person whose title to office is contested and upon the person, if any, claiming such office; and
69-21	the registered agent shall forward immediately a copy of the application to the corporation and to
69-22	the person whose title to office is contested and to the person, if any, claiming such office, in a
69-23	postpaid, sealed, registered letter addressed to such corporation and such person at their post-
69-24	office addresses last known to the registered agent or furnished to the registered agent by the
69-25	applicant stockholder. The superior court may make such order respecting further or other notice
69-26	of such application as it deems proper under the circumstances.
69-27	(b) Upon application of any stockholder or any member of a corporation without capital
69-28	stock, the superior court may hear and determine the result of any vote of stockholders or
69-29	members, as the case may be, upon matters other than the election of directors, officers or
69-30	members of the governing body. Service of the application upon the registered agent of the
69-31	corporation shall be deemed to be service upon the corporation, and no other party need be joined
69-32	in order for the superior court to adjudicate the result of the vote. The superior court may make
69-33	such order respecting notice of the application as it deems proper under the circumstances.
69-34	7A-7-16. Appointment of custodian or receiver of corporation on deadlock or for
70-1	other cause. -- (a) The superior court, upon application of any stockholder, may appoint one or
70-2	more persons to be custodians, and, if the corporation is insolvent, to be receivers, of and for any
70-3	corporation when:
70-4	(1) At any meeting held for the election of directors the stockholders are so divided that
70-5	they have failed to elect successors to directors whose terms have expired or would have expired
70-6	upon qualification of their successors; or
70-7	(2) The business of the corporation is suffering or is threatened with irreparable injury
70-8	because the directors are so divided respecting the management of the affairs of the corporation
70-9	that the required vote for action by the board of directors cannot be obtained and the stockholders
70-10	are unable to terminate this division; or
70-11	(3) The corporation has abandoned its business and has failed, within a reasonable time,
70-12	to take steps to dissolve, liquidate or distribute its assets.
70-13	(b) A custodian appointed under this section shall have all the powers and title of a
70-14	receiver appointed under section 7A-11-1 of this title, but the authority of the custodian is to
70-15	continue the business of the corporation and not to liquidate its affairs and distribute its assets,
70-16	except when the superior court shall otherwise order and except in cases arising under paragraph
70-17	(3) of subsection (a) of this section or paragraph (2) of subsection (a) of section 7A-14-12 of this
70-18	title
70-19	7A-7-17. Powers of court in elections of directors. -- (a) The superior court, in any
70-20	proceeding instituted under sections 7A-7-1, 7A-7-5 or 7A-7-15 of this title may determine the
70-21	rights and powers of persons claiming to own stock, or in the case of a corporation without capital
70-22	stock, of the persons claiming to be members, to vote at any meeting of the stockholders or
70-23	members.
70-24	(b) The superior court may appoint a Master to hold any election provided for in sections
70-25	7A-7-1, 7A-7-5 or 7A-7-15 of this title under such orders and powers as it deems proper; and it
70-26	may punish any officer or director for contempt in case of disobedience of any order made by the
70-27	superior court; and, in the case of disobedience by a corporation of any order made by the Court,
70-28	may enter a decree against such corporation for a penalty of not more than five thousand dollars
70-29	($5,000).
70-30	7A-7-18. Consent of stockholders or members in lieu of meeting -- (a) Unless
70-31	otherwise provided in the certificate of incorporation, any action required by this chapter to be
70-32	taken at any annual or special meeting of stockholders of a corporation, or any action which may
70-33	be taken at any annual or special meeting of such stockholders, may be taken without a meeting,
70-34	without prior notice and without a vote, if a consent or consents in writing, setting forth the action
71-1	so taken, shall be signed by the holders of outstanding stock having not less than the minimum
71-2	number of votes that would be necessary to authorize or take such action at a meeting at which all
71-3	shares entitled to vote thereon were present and voted and shall be delivered to the corporation by
71-4	delivery to its registered office in this state, its principal place of business or an officer or agent of
71-5	the corporation having custody of the book in which proceedings of meetings of stockholders are
71-6	recorded. Delivery made to a corporation's registered office shall be by hand or by certified or
71-7	registered mail, return receipt requested.
71-8	(b) Unless otherwise provided in the certificate of incorporation, any action required by
71-9	this chapter to be taken at a meeting of the members of a nonstock corporation, or any action
71-10	which may be taken at any meeting of the members of a nonstock corporation, may be taken
71-11	without a meeting, without prior notice and without a vote, if a consent or consents in writing,
71-12	setting forth the action so taken, shall be signed by members having not less than the minimum
71-13	number of votes that would be necessary to authorize or take such action at a meeting at which all
71-14	members having a right to vote thereon were present and voted and shall be delivered to the
71-15	corporation by delivery to its registered office in this State, its principal place of business or an
71-16	officer or agent of the corporation having custody of the book in which proceedings of meetings
71-17	of members are recorded. Delivery made to a corporation's registered office shall be by hand or
71-18	by certified or registered mail, return receipt requested.
71-19	(c) Every written consent shall bear the date of signature of each stockholder or member
71-20	who signs the consent, and no written consent shall be effective to take the corporate action
71-21	referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the
71-22	manner required by this section to the corporation, written consents signed by a sufficient number
71-23	of holders or members to take action are delivered to the corporation by delivery to its registered
71-24	office in this state, its principal place of business or an officer or agent of the corporation having
71-25	custody of the book in which proceedings of meetings of stockholders or members are recorded.
71-26	Delivery made to a corporation's registered office shall be by hand or by certified or registered
71-27	mail, return receipt requested.
71-28	(d)(1) A telegram, cablegram or other electronic transmission consenting to an action to
71-29	be taken and transmitted by a stockholder, member or proxyholder, or by a person or persons
71-30	authorized to act for a stockholder, member or proxyholder, shall be deemed to be written, signed
71-31	and dated for the purposes of this section, provided that any such telegram, cablegram or other
71-32	electronic transmission sets forth or is delivered with information from which the corporation can
71-33	determine: (A) that the telegram, cablegram or other electronic transmission was transmitted by
71-34	the stockholder, member or proxyholder or by a person or persons authorized to act for the
72-1	stockholder, member or proxyholder; and (B) the date on which such stockholder, member or
72-2	proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic
72-3	transmission. The date on which such telegram, cablegram or electronic transmission is
72-4	transmitted shall be deemed to be the date on which such consent was signed. No consent given
72-5	by telegram, cablegram or other electronic transmission shall be deemed to have been delivered
72-6	until such consent is reproduced in paper form and until such paper form shall be delivered to the
72-7	corporation by delivery to its registered office in this state, its principal place of business or an
72-8	officer or agent of the corporation having custody of the book in which proceedings of meetings
72-9	of stockholders or members are recorded. Delivery made to a corporation's registered office shall
72-10	be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the
72-11	foregoing limitations on delivery, consents given by telegram, cablegram or other electronic
72-12	transmission, may be otherwise delivered to the principal place of business of the corporation or
72-13	to an officer or agent of the corporation having custody of the book in which proceedings of
72-14	meetings of stockholders or members are recorded if, to the extent and in the manner provided by
72-15	resolution of the board of directors or governing body of the corporation.
72-16	(2) Any copy, facsimile or other reliable reproduction of a consent in writing may be
72-17	substituted or used in lieu of the original writing for any and all purposes for which the original
72-18	writing could be used, provided that such copy, facsimile or other reproduction shall be a
72-19	complete reproduction of the entire original writing.
72-20	(e) Prompt notice of the taking of the corporate action without a meeting by less than
72-21	unanimous written consent shall be given to those stockholders or members who have not
72-22	consented in writing and who, if the action had been taken at a meeting, would have been entitled
72-23	to notice of the meeting if the record date for such meeting had been the date that written consents
72-24	signed by a sufficient number of holders or members to take the action were delivered to the
72-25	corporation as provided in subsection (c) of this section. In the event that the action which is
72-26	consented to is such as would have required the filing of a certificate under any other section of
72-27	this title, if such action had been voted on by stockholders or by members at a meeting thereof,
72-28	the certificate filed under such other section shall state, in lieu of any statement required by such
72-29	section concerning any vote of stockholders or members, that written consent has been given in
72-30	accordance with this section
72-31	7A-7-19. Waiver of notice. -- Whenever notice is required to be given under any
72-32	provision of this chapter or the certificate of incorporation or bylaws, a written waiver, signed by
72-33	the person entitled to notice, or a waiver by electronic transmission by the person entitled to
72-34	notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
73-1	Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except
73-2	when the person attends a meeting for the express purpose of objecting at the beginning of the
73-3	meeting, to the transaction of any business because the meeting is not lawfully called or
73-4	convened. Neither the business to be transacted at, nor the purpose of, any regular or special
73-5	meeting of the stockholders, directors or members of a committee of directors need be specified
73-6	in any written waiver of notice or any waiver by electronic transmission unless so required by the
73-7	certificate of incorporation or the bylaws.
73-8	7A-7-20. Exception to requirements of notice. -- (a) Whenever notice is required to be
73-9	given, under any provision of this chapter or of the certificate of incorporation or bylaws of any
73-10	corporation, to any person with whom communication is unlawful, the giving of such notice to
73-11	such person shall not be required and there shall be no duty to apply to any governmental
73-12	authority or agency for a license or permit to give such notice to such person. Any action or
73-13	meeting which shall be taken or held without notice to any such person with whom
73-14	communication is unlawful shall have the same force and effect as if such notice had been duly
73-15	given. In the event that the action taken by the corporation is such as to require the filing of a
73-16	certificate under any of the other sections of this title, the certificate shall state, if such is the fact
73-17	and if notice is required, that notice was given to all persons entitled to receive notice except such
73-18	persons with whom communication is unlawful.
73-19	(b) Whenever notice is required to be given, under any provision of this title or the
73-20	certificate of incorporation or bylaws of any corporation, to any stockholder or, if the corporation
73-21	is a nonstock corporation, to any member, to whom: (1) notice of two (2) consecutive annual
73-22	meetings, and all notices of meetings or of the taking of action by written consent without a
73-23	meeting to such person during the period between such two (2) consecutive annual meetings; or
73-24	(2) all, and at least two (2), payments (if sent by first-class mail) of dividends or interest on
73-25	securities during a twelve (12) month period, have been mailed addressed to such person at such
73-26	person's address as shown on the records of the corporation and have been returned undeliverable,
73-27	the giving of such notice to such person shall not be required. Any action or meeting which shall
73-28	be taken or held without notice to such person shall have the same force and effect as if such
73-29	notice had been duly given. If any such person shall deliver to the corporation a written notice
73-30	setting forth such person's then current address, the requirement that notice be given to such
73-31	person shall be reinstated. In the event that the action taken by the corporation is such as to
73-32	require the filing of a certificate under any of the other sections of this title, the certificate need
73-33	not state that notice was not given to persons to whom notice was not required to be given
73-34	pursuant to this subsection.
74-1	(c) The exception in paragraph (b)(1) of this section to the requirement that notice be
74-2	given shall not be applicable to any notice returned as undeliverable if the notice was given by
74-3	electronic transmission.
74-4	7A-7-21. Voting procedures and inspectors of elections. -- (a) The corporation shall, in
74-5	advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and
74-6	make a written report thereof. The corporation may designate one or more persons as alternate
74-7	inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a
74-8	meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors
74-9	to act at the meeting. Each inspector, before entering upon the discharge of the duties of
74-10	inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict
74-11	impartiality and according to the best of such inspector's ability.
74-12	(b) The inspectors shall:
74-13	(1) Ascertain the number of shares outstanding and the voting power of each;
74-14	(2) Determine the shares represented at a meeting and the validity of proxies and ballots;
74-15	(3) Count all votes and ballots;
74-16	(4) Determine and retain for a reasonable period a record of the disposition of any
74-17	challenges made to any determination by the inspectors; and
74-18	(5) Certify their determination of the number of shares represented at the meeting, and
74-19	their count of all votes and ballots.
74-20	The inspectors may appoint or retain other persons or entities to assist the inspectors in
74-21	the performance of the duties of the inspectors.
74-22	(c) The date and time of the opening and the closing of the polls for each matter upon
74-23	which the stockholders will vote at a meeting shall be announced at the meeting. No ballot,
74-24	proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the
74-25	inspectors after the closing of the polls unless the superior court upon application by a
74-26	stockholder, shall determine otherwise.
74-27	(d) In determining the validity and counting of proxies and ballots, the inspectors shall be
74-28	limited to an examination of the proxies, any envelopes submitted with those proxies, any
74-29	information provided in accordance with section 7A-7-1(c) of this title, or any information
74-30	provided pursuant to section 7A-7-2(c)(2) or section 7A-7-1(a)(2)(ii), (A) or (C) of this title,
74-31	ballots and the regular books and records of the corporation, except that the inspectors may
74-32	consider other reliable information for the limited purpose of reconciling proxies and ballots
74-33	submitted by or on behalf of banks, brokers, their nominees or similar persons which represent
74-34	more votes than the holder of a proxy is authorized by the record owner to cast or more votes than
75-1	the stockholder holds of record. If the inspectors consider other reliable information for the
75-2	limited purpose permitted herein, the inspectors at the time they make their certification pursuant
75-3	to subsection (b)(5) of this section shall specify the precise information considered by them
75-4	including the person or persons from whom they obtained the information, when the information
75-5	was obtained, the means by which the information was obtained and the basis for the inspectors'
75-6	belief that such information is accurate and reliable.
75-7	(e) Unless otherwise provided in the certificate of incorporation or bylaws, this section
75-8	shall not apply to a corporation that does not have a class of voting stock that is:
75-9	(1) Listed on a national securities exchange;
75-10	(2) Authorized for quotation on an interdealer quotation system of a registered national
75-11	securities association; or
75-12	(3) Held of record by more than two thousand (2,000) stockholders.
75-13	7A-7-22. Notice by electronic transmission. -- (a) Without limiting the manner by
75-14	which notice otherwise may be given effectively to stockholders, any notice to stockholders given
75-15	by the corporation under any provision of this chapter, the certificate of incorporation, or the
75-16	bylaws shall be effective if given by a form of electronic transmission consented to by the
75-17	stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder
75-18	by written notice to the corporation. Any such consent shall be deemed revoked if: (1) the
75-19	corporation is unable to deliver by electronic transmission two (2) consecutive notices given by
75-20	the corporation in accordance with such consent, and (2) such inability becomes known to the
75-21	secretary or an assistant secretary of the corporation or to the transfer agent, or other person
75-22	responsible for the giving of notice; provided, however, the inadvertent failure to treat such
75-23	inability as a revocation shall not invalidate any meeting or other action.
75-24	(b) Notice given pursuant to subsection (a) of this section shall be deemed given: (1) if by
75-25	facsimile telecommunication, when directed to a number at which the stockholder has consented
75-26	to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which
75-27	the stockholder has consented to receive notice; (3) if by a posting on an electronic network
75-28	together with separate notice to the stockholder of such specific posting, upon the later of (i) such
75-29	posting and (ii) the giving of such separate notice; and (4) if by any other form of electronic
75-30	transmission, when directed to the stockholder. An affidavit of the secretary or an assistant
75-31	secretary or of the transfer agent or other agent of the corporation that the notice has been given
75-32	by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the
75-33	facts stated therein.
75-34	(c) For purposes of this chapter, "electronic transmission" means any form of
76-1	communication, not directly involving the physical transmission of paper, that creates a record
76-2	that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly
76-3	reproduced in paper form by such a recipient through an automated process.
76-4	(d) This section shall apply to a corporation organized under this chapter that is not
76-5	authorized to issue capital stock, and when so applied, all references to stockholders shall be
76-6	deemed to refer to members of such a corporation.
76-7	(e) This section shall not apply to sections 7A-5-13, 7A-11-6, 7A-12-1, 7A-12-2, or 7A-
76-8	13-4 of this title.
76-9	7A-7-23. Notice to stockholders sharing an address. -- (a) Without limiting the manner
76-10	by which notice otherwise may be given effectively to stockholders, any notice to stockholders
76-11	given by the corporation under any provision of this chapter, the certificate of incorporation, or
76-12	the bylaws shall be effective if given by a single written notice to stockholders who share an
76-13	address if consented to by the stockholders at that address to whom such notice is given. Any
76-14	such consent shall be revocable by the stockholder by written notice to the corporation.
76-15	(b) Any stockholder who fails to object in writing to the corporation, within sixty (60)
76-16	days of having been given written notice by the corporation of its intention to send the single
76-17	notice permitted under subsection (a) of this section, shall be deemed to have consented to
76-18	receiving such single written notice.
76-19	(c) This section shall apply to a corporation organized under this chapter that is not
76-20	authorized to issue capital stock, and when so applied, all references to stockholders shall be
76-21	deemed to refer to members of such a corporation.
76-22	(d) This section shall not apply to 7A-5-13, 7A-11-6, 7A-12-1, 7A-12-2 or 7A-13-4 of
76-23	this chapter
76-24	CHAPTER 8. AMENDMENT OF CERTIFICATE OF INCORPORATION; CHANGES IN
76-25	CAPITAL AND CAPITAL STOCK
76-26	7A-8-1. Amendment of certificate of incorporation before receipt of payment for
76-27	stock. -- (a) Before a corporation has received any payment for any of its stock, it may amend its
76-28	certificate of incorporation at any time or times, in any and as many respects as may be desired,
76-29	so long as its certificate of incorporation as amended would contain only such provisions as it
76-30	would be lawful and proper to insert in an original certificate of incorporation filed at the time of
76-31	filing the amendment.
76-32	(b) The amendment of a certificate of incorporation authorized by this section shall be
76-33	adopted by a majority of the incorporators, if directors were not named in the original certificate
76-34	of incorporation or have not yet been elected, or, if directors were named in the original
77-1	certificate of incorporation or have been elected and have qualified, by a majority of the directors.
77-2	A certificate setting forth the amendment and certifying that the corporation has not received any
77-3	payment for any of its stock and that the amendment has been duly adopted in accordance with
77-4	this section shall be executed, acknowledged and filed in accordance with section 7A-1-3 of this
77-5	title. Upon such filing, the corporation's certificate of incorporation shall be deemed to be
77-6	amended accordingly as of the date on which the original certificate of incorporation became
77-7	effective, except as to those persons who are substantially and adversely affected by the
77-8	amendment and as to those persons the amendment shall be effective from the filing date.
77-9	7A-8-2. Amendment of certificate of incorporation after receipt of payment for
77-10	stock -- Nonstock corporations. -- (a) After a corporation has received payment for any of its
77-11	capital stock, it may amend its certificate of incorporation, from time to time, in any and as many
77-12	respects as may be desired, so long as its certificate of incorporation as amended would contain
77-13	only such provisions as it would be lawful and proper to insert in an original certificate of
77-14	incorporation filed at the time of the filing of the amendment; and, if a change in stock or the
77-15	rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation
77-16	of stock or rights of stockholders is to be made, such provisions as may be necessary to effect
77-17	such change, exchange, reclassification, subdivision, combination or cancellation. In particular,
77-18	and without limitation upon such general power of amendment, a corporation may amend its
77-19	certificate of incorporation, from time to time, so as:
77-20	(1) To change its corporate name; or
77-21	(2) To change, substitute, enlarge or diminish the nature of its business or its corporate
77-22	powers and purposes; or
77-23	(3) To increase or decrease its authorized capital stock or to reclassify the same, by
77-24	changing the number, par value, designations, preferences, or relative, participating, optional, or
77-25	other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or
77-26	by changing shares with par value into shares without par value, or shares without par value into
77-27	shares with par value either with or without increasing or decreasing the number of shares, or by
77-28	subdividing or combining the outstanding shares of any class or series of a class of shares into a
77-29	greater or lesser number of outstanding shares; or
77-30	(4) To cancel or otherwise affect the right of the holders of the shares of any class to
77-31	receive dividends which have accrued but have not been declared; or
77-32	(5) To create new classes of stock having rights and preferences either prior and superior
77-33	or subordinate and inferior to the stock of any class then authorized, whether issued or unissued;
77-34	or
78-1	(6) To change the period of its duration.
78-2	Any or all such changes or alterations may be effected by one certificate of amendment.
78-3	(b) Every amendment authorized by subsection (a) of this section shall be made and
78-4	effected in the following manner:
78-5	(1) If the corporation has capital stock, its board of directors shall adopt a resolution
78-6	setting forth the amendment proposed, declaring its advisability, and either calling a special
78-7	meeting of the stockholders entitled to vote in respect thereof for the consideration of such
78-8	amendment or directing that the amendment proposed be considered at the next annual meeting of
78-9	the stockholders. Such special or annual meeting shall be called and held upon notice in
78-10	accordance with section 7A-7-12 of this title. The notice shall set forth such amendment in full or
78-11	a brief summary of the changes to be effected thereby, as the directors shall deem advisable. At
78-12	the meeting a vote of the stockholders entitled to vote thereon shall be taken for and against the
78-13	proposed amendment. If a majority of the outstanding stock entitled to vote thereon, and a
78-14	majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in
78-15	favor of the amendment, a certificate setting forth the amendment and certifying that such
78-16	amendment has been duly adopted in accordance with this section shall be executed,
78-17	acknowledged and filed and shall become effective in accordance with section 7A-1-3 of this
78-18	title.
78-19	(2) The holders of the outstanding shares of a class shall be entitled to vote as a class
78-20	upon a proposed amendment, whether or not entitled to vote thereon by the certificate of
78-21	incorporation, if the amendment would increase or decrease the aggregate number of authorized
78-22	shares of such class, increase or decrease the par value of the shares of such class, or alter or
78-23	change the powers, preferences, or special rights of the shares of such class so as to affect them
78-24	adversely. If any proposed amendment would alter or change the powers, preferences, or special
78-25	rights of one or more series of any class so as to affect them adversely, but shall not so affect the
78-26	entire class, then only the shares of the series so affected by the amendment shall be considered a
78-27	separate class for the purposes of this paragraph. The number of authorized shares of any such
78-28	class or classes of stock may be increased or decreased (but not below the number of shares
78-29	thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the
78-30	corporation entitled to vote irrespective of this subsection, if so provided in the original certificate
78-31	of incorporation, in any amendment thereto which created such class or classes of stock or which
78-32	was adopted prior to the issuance of any shares of such class or classes of stock, or in any
78-33	amendment thereto which was authorized by a resolution or resolutions adopted by the
78-34	affirmative vote of the holders of a majority of such class or classes of stock.
79-1	(3) If the corporation has no capital stock, then the governing body thereof shall adopt a
79-2	resolution setting forth the amendment proposed and declaring its advisability. If a majority of all
79-3	the members of the governing body shall vote in favor of such amendment, a certificate thereof
79-4	shall be executed, acknowledged and filed and shall become effective in accordance with section
79-5	7A-1-3 of this title. The certificate of incorporation of any such corporation without capital stock
79-6	may contain a provision requiring any amendment thereto to be approved by a specified number
79-7	or percentage of the members or of any specified class of members of such corporation in which
79-8	event such proposed amendment shall be submitted to the members or to any specified class of
79-9	members of such corporation without capital stock in the same manner, so far as applicable, as is
79-10	provided in this section for an amendment to the certificate of incorporation of a stock
79-11	corporation; and in the event of the adoption thereof by such members, a certificate evidencing
79-12	such amendment shall be executed, acknowledged and filed and shall become effective in
79-13	accordance with section 7A-1-3 of this title.
79-14	(4) Whenever the certificate of incorporation shall require for action by the board of
79-15	directors, by the holders of any class or series of shares or by the holders of any other securities
79-16	having voting power the vote of a greater number or proportion than is required by any section of
79-17	this title, the provision of the certificate of incorporation requiring such greater vote shall not be
79-18	altered, amended or repealed except by such greater vote.
79-19	(c) The resolution authorizing a proposed amendment to the certificate of incorporation
79-20	may provide that at any time prior to the effectiveness of the filing of the amendment with the
79-21	secretary of state, notwithstanding authorization of the proposed amendment by the stockholders
79-22	of the corporation or by the members of a nonstock corporation, the board of directors or
79-23	governing body may abandon such proposed amendment without further action by the
79-24	stockholders or members
79-25	7A-8-3. Retirement of stock. -- (a) A corporation, by resolution of its board of directors,
79-26	may retire any shares of its capital stock that are issued but are not outstanding.
79-27	(b) Whenever any shares of the capital stock of a corporation are retired, they shall
79-28	resume the status of authorized and unissued shares of the class or series to which they belong
79-29	unless the certificate of incorporation otherwise provides. If the certificate of incorporation
79-30	prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a
79-31	specific series only, a certificate stating that reissuance of the shares (as part of the class or series)
79-32	is prohibited identifying the shares and reciting their retirement shall be executed, acknowledged
79-33	and filed and shall become effective in accordance with section 7A-1-3 of this title. When such
79-34	certificate becomes effective, it shall have the effect of amending the certificate of incorporation
80-1	so as to reduce accordingly the number of authorized shares of the class or series to which such
80-2	shares belong or, if such retired shares constitute all of the authorized shares of the class or series
80-3	to which they belong, of eliminating from the certificate of incorporation all reference to such
80-4	class or series of stock.
80-5	(c) If the capital of the corporation will be reduced by or in connection with the
80-6	retirement of shares, the reduction of capital shall be effected pursuant to section 7A-8-4 of this
80-7	title
80-8	7A-8-4. Reduction of capital. -- (a) A corporation, by resolution of its board of directors,
80-9	may reduce its capital in any of the following ways:
80-10	(1) By reducing or eliminating the capital represented by shares of capital stock which
80-11	have been retired;
80-12	(2) By applying to an otherwise authorized purchase or redemption of outstanding shares
80-13	of its capital stock some or all of the capital represented by the shares being purchased or
80-14	redeemed, or any capital that has not been allocated to any particular class of its capital stock;
80-15	(3) By applying to an otherwise authorized conversion or exchange of outstanding shares
80-16	of its capital stock some or all of the capital represented by the shares being converted or
80-17	exchanged, or some or all of any capital that has not been allocated to any particular class of its
80-18	capital stock, or both, to the extent that such capital in the aggregate exceeds the total aggregate
80-19	par value or the stated capital of any previously unissued shares issuable upon such conversion or
80-20	exchange; or
80-21	(4) By transferring to surplus: (i) some or all of the capital not represented by any
80-22	particular class of its capital stock; (ii) some or all of the capital represented by issued shares of
80-23	its par value capital stock, which capital is in excess of the aggregate par value of such shares; or
80-24	(iii) some of the capital represented by issued shares of its capital stock without par value.
80-25	(b) Notwithstanding the other provisions of this section, no reduction of capital shall be
80-26	made or effected unless the assets of the corporation remaining after such reduction shall be
80-27	sufficient to pay any debts of the corporation for which payment has not been otherwise provided.
80-28	No reduction of capital shall release any liability of any stockholder whose shares have not been
80-29	fully paid.
80-30	7A-8-5. Restated certificate of incorporation. -- (a) A corporation may, whenever
80-31	desired, integrate into a single instrument all of the provisions of its certificate of incorporation
80-32	which are then in effect and operative as a result of there having theretofore been filed with the
80-33	secretary of state one or more certificates or other instruments pursuant to any of the sections
80-34	referred to in section 7A-1-4 of this title, and it may at the same time also further amend its
81-1	certificate of incorporation by adopting a restated certificate of incorporation.
81-2	(b) If the restated certificate of incorporation merely restates and integrates but does not
81-3	further amend the certificate of incorporation, as theretofore amended or supplemented by any
81-4	instrument that was filed pursuant to any of the sections mentioned in section 7A-1-4 of this title,
81-5	it may be adopted by the board of directors without a vote of the stockholders, or it may be
81-6	proposed by the directors and submitted by them to the stockholders for adoption, in which case
81-7	the procedure and vote required by section 7A-8-2 of this title for amendment of the certificate of
81-8	incorporation shall be applicable. If the restated certificate of incorporation restates and integrates
81-9	and also further amends in any respect the certificate of incorporation, as theretofore amended or
81-10	supplemented, it shall be proposed by the directors and adopted by the stockholders in the manner
81-11	and by the vote prescribed by section 7A-8-2 of this title or, if the corporation has not received
81-12	any payment for any of its stock, in the manner and by the vote prescribed by section 7A-8-1 of
81-13	this title.
81-14	(c) A restated certificate of incorporation shall be specifically designated as such in its
81-15	heading. It shall state, either in its heading or in an introductory paragraph, the corporation's
81-16	present name, and, if it has been changed, the name under which it was originally incorporated,
81-17	and the date of filing of its original certificate of incorporation with the secretary of state. A
81-18	restated certificate shall also state that it was duly adopted in accordance with this section. If it
81-19	was adopted by the board of directors without a vote of the stockholders (unless it was adopted
81-20	pursuant to section 7A-8-1 of this title), it shall state that it only restates and integrates and does
81-21	not further amend the provisions of the corporation's certificate of incorporation as theretofore
81-22	amended or supplemented, and that there is no discrepancy between those provisions and the
81-23	provisions of the restated certificate. A restated certificate of incorporation may omit: (a) such
81-24	provisions of the original certificate of incorporation which named the incorporator or
81-25	incorporators, the initial board of directors and the original subscribers for shares; and (b) such
81-26	provisions contained in any amendment to the certificate of incorporation as were necessary to
81-27	effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if
81-28	such change, exchange, reclassification, subdivision, combination or cancellation has become
81-29	effective. Any such omissions shall not be deemed a further amendment.
81-30	(d) A restated certificate of incorporation shall be executed, acknowledged and filed in
81-31	accordance with section 7A-1-3 of this title. Upon its filing with the secretary of state, the original
81-32	certificate of incorporation, as theretofore amended or supplemented, shall be superseded;
81-33	thenceforth, the restated certificate of incorporation, including any further amendments or
81-34	changes made thereby, shall be the certificate of incorporation of the corporation, but the original
82-1	date of incorporation shall remain unchanged.
82-2	(e) Any amendment or change effected in connection with the restatement and integration
82-3	of the certificate of incorporation shall be subject to any other provision of this chapter, not
82-4	inconsistent with this section, which would apply if a separate certificate of amendment were
82-5	filed to effect such amendment or change.
82-6	CHAPTER 9. MERGER, CONSOLIDATION OR CONVERSION
82-7	7A-9-1. Merger or consolidation of domestic corporations. -- (a) Any two (2) or more
82-8	corporations existing under the laws of this state may merge into a single corporation, which may
82-9	be any one of the constituent corporations or may consolidate into a new corporation formed by
82-10	the consolidation, pursuant to an agreement of merger or consolidation, as the case may be,
82-11	complying and approved in accordance with this section.
82-12	(b) The board of directors of each corporation which desires to merge or consolidate shall
82-13	adopt a resolution approving an agreement of merger or consolidation and declaring its
82-14	advisability. The agreement shall state: (1) The terms and conditions of the merger or
82-15	consolidation; (2) the mode of carrying the same into effect; (3) in the case of a merger, such
82-16	amendments or changes in the certificate of incorporation of the surviving corporation as are
82-17	desired to be effected by the merger, or, if no such amendments or changes are desired, a
82-18	statement that the certificate of incorporation of the surviving corporation shall be its certificate
82-19	of incorporation; (4) in the case of a consolidation, that the certificate of incorporation of the
82-20	resulting corporation shall be as is set forth in an attachment to the agreement; (5) the manner, if
82-21	any, of converting the shares of each of the constituent corporations into shares or other securities
82-22	of the corporation surviving or resulting from the merger or consolidation, or of cancelling some
82-23	or all of such shares, and, if any shares of any of the constituent corporations are not to remain
82-24	outstanding, to be converted solely into shares or other securities of the surviving or resulting
82-25	corporation or to be cancelled, the cash, property, rights or securities of any other corporation or
82-26	entity which the holders of such shares are to receive in exchange for, or upon conversion of such
82-27	shares and the surrender of any certificates evidencing them, which cash, property, rights or
82-28	securities of any other corporation or entity may be in addition to or in lieu of shares or other
82-29	securities of the surviving or resulting corporation; and (6) such other details or provisions as are
82-30	deemed desirable, including, without limiting the generality of the foregoing, a provision for the
82-31	payment of cash in lieu of the issuance or recognition of fractional shares, interests or rights, or
82-32	for any other arrangement with respect thereto, consistent with section 7A-5-5 of this title. The
82-33	agreement so adopted shall be executed and acknowledged in accordance with section 7A-1-3 of
82-34	this title. Any of the terms of the agreement of merger or consolidation may be made dependent
83-1	upon facts ascertainable outside of such agreement, provided that the manner in which such facts
83-2	shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement
83-3	of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is
83-4	not limited to, the occurrence of any event, including a determination or action by any person or
83-5	body, including the corporation.
83-6	(c) The agreement required by subsection (b) of this section shall be submitted to the
83-7	stockholders of each constituent corporation at an annual or special meeting for the purpose of
83-8	acting on the agreement. Due notice of the time, place and purpose of the meeting shall be mailed
83-9	to each holder of stock, whether voting or nonvoting, of the corporation at the stockholder's
83-10	address as it appears on the records of the corporation, at least twenty (20) days prior to the date
83-11	of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof, as
83-12	the directors shall deem advisable. At the meeting, the agreement shall be considered and a vote
83-13	taken for its adoption or rejection. If a majority of the outstanding stock of the corporation
83-14	entitled to vote thereon shall be voted for the adoption of the agreement, that fact shall be
83-15	certified on the agreement by the secretary or assistant secretary of the corporation, provided that
83-16	such certification on the agreement shall not be required if a certificate of merger or consolidation
83-17	is filed in lieu of filing the agreement. If the agreement shall be so adopted and certified by each
83-18	constituent corporation, it shall then be filed and shall become effective, in accordance with
83-19	section 7A-1-3 of this title. In lieu of filing the agreement of merger or consolidation required by
83-20	this section, the surviving or resulting corporation may file a certificate of merger or
83-21	consolidation, executed in accordance with section 7A-1-3 of this title, which states:
83-22	(1) The name and state of incorporation of each of the constituent corporations;
83-23	(2) That an agreement of merger or consolidation has been approved, adopted, executed
83-24	and acknowledged by each of the constituent corporations in accordance with this section;
83-25	(3) The name of the surviving or resulting corporation;
83-26	(4) In the case of a merger, such amendments or changes in the certificate of
83-27	incorporation of the surviving corporation as are desired to be effected by the merger, or, if no
83-28	such amendments or changes are desired, a statement that the certificate of incorporation of the
83-29	surviving corporation shall be its certificate of incorporation;
83-30	(5) In the case of a consolidation, that the certificate of incorporation of the resulting
83-31	corporation shall be as set forth in an attachment to the certificate;
83-32	(6) That the executed agreement of consolidation or merger is on file at an office of the
83-33	surviving corporation, stating the address thereof; and
83-34	(7) That a copy of the agreement of consolidation or merger will be furnished by the
84-1	surviving corporation, on request and without cost, to any stockholder of any constituent
84-2	corporation.
84-3	(d) Any agreement of merger or consolidation may contain a provision that at any time
84-4	prior to the time that the agreement (or a certificate in lieu thereof) filed with the secretary of state
84-5	becomes effective in accordance with section 7A-1-3 of this title, the agreement may be
84-6	terminated by the board of directors of any constituent corporation notwithstanding approval of
84-7	the agreement by the stockholders of all or any of the constituent corporations; in the event the
84-8	agreement of merger or consolidation is terminated after the filing of the agreement (or a
84-9	certificate in lieu thereof) with the secretary of state but before the agreement (or a certificate in
84-10	lieu thereof) has become effective, a certificate of termination or merger or consolidation shall be
84-11	filed in accordance with section 7A-1-3 of this title. Any agreement of merger or consolidation
84-12	may contain a provision that the boards of directors of the constituent corporations may amend
84-13	the agreement at any time prior to the time that the agreement (or a certificate in lieu thereof)
84-14	filed with the secretary of state becomes effective in accordance with section 7A-1-3 of this title,
84-15	provided that an amendment made subsequent to the adoption of the agreement by the
84-16	stockholders of any constituent corporation shall not: (1) alter or change the amount or kind of
84-17	shares, securities, cash, property and/or rights to be received in exchange for or on conversion of
84-18	all or any of the shares of any class or series thereof of such constituent corporation; (2) alter or
84-19	change any term of the certificate of incorporation of the surviving corporation to be effected by
84-20	the merger or consolidation; or (3) alter or change any of the terms and conditions of the
84-21	agreement if such alteration or change would adversely affect the holders of any class or series
84-22	thereof of such constituent corporation; in the event the agreement of merger or consolidation is
84-23	amended after the filing thereof with the secretary of state but before the agreement has become
84-24	effective, a certificate of amendment of merger or consolidation shall be filed in accordance with
84-25	section 7A-1-3 of this title.
84-26	(e) In the case of a merger, the certificate of incorporation of the surviving corporation
84-27	shall automatically be amended to the extent, if any, that changes in the certificate of
84-28	incorporation are set forth in the agreement of merger.
84-29	(f) Notwithstanding the requirements of subsection (c) of this section, unless required by
84-30	its certificate of incorporation, no vote of stockholders of a constituent corporation surviving a
84-31	merger shall be necessary to authorize a merger if: (1) the agreement of merger does not amend
84-32	in any respect the certificate of incorporation of such constituent corporation; (2) each share of
84-33	stock of such constituent corporation outstanding immediately prior to the effective date of the
84-34	merger is to be an identical outstanding or treasury share of the surviving corporation after the
85-1	effective date of the merger; and (3) either no shares of common stock of the surviving
85-2	corporation and no shares, securities or obligations convertible into such stock are to be issued or
85-3	delivered under the plan of merger, or the authorized unissued shares or the treasury shares of
85-4	common stock of the surviving corporation to be issued or delivered under the plan of merger
85-5	plus those initially issuable upon conversion of any other shares, securities or obligations to be
85-6	issued or delivered under such plan do not exceed twenty percent (20%) of the shares of common
85-7	stock of such constituent corporation outstanding immediately prior to the effective date of the
85-8	merger. No vote of stockholders of a constituent corporation shall be necessary to authorize a
85-9	merger or consolidation if no shares of the stock of such corporation shall have been issued prior
85-10	to the adoption by the board of directors of the resolution approving the agreement of merger or
85-11	consolidation. If an agreement of merger is adopted by the constituent corporation surviving the
85-12	merger, by action of its board of directors and without any vote of its stockholders pursuant to
85-13	this subsection, the secretary or assistant secretary of that corporation shall certify on the
85-14	agreement that the agreement has been adopted pursuant to this subsection and,: (1) if it has been
85-15	adopted pursuant to the first sentence of this subsection, that the conditions specified in that
85-16	sentence have been satisfied; or (2) if it has been adopted pursuant to the second sentence of this
85-17	subsection, that no shares of stock of such corporation were issued prior to the adoption by the
85-18	board of directors of the resolution approving the agreement of merger or consolidation, provided
85-19	that such certification on the agreement shall not be required if a certificate of merger or
85-20	consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall
85-21	then be filed and shall become effective, in accordance with section 7A-1-3 of this title. Such
85-22	filing shall constitute a representation by the person who executes the agreement that the facts
85-23	stated in the certificate remain true immediately prior to such filing.
85-24	(g) Notwithstanding the requirements of subsection (c) of this section, unless expressly
85-25	required by its certificate of incorporation, no vote of stockholders of a constituent corporation
85-26	shall be necessary to authorize a merger with or into a single direct or indirect wholly-owned
85-27	subsidiary of such constituent corporation if: (1) such constituent corporation and the direct or
85-28	indirect wholly-owned subsidiary of such constituent corporation are the only constituent entities
85-29	to the merger; (2) each share or fraction of a share of the capital stock of the constituent
85-30	corporation outstanding immediately prior to the effective time of the merger is converted in the
85-31	merger into a share or equal fraction of share of capital stock of a holding company having the
85-32	same designations, rights, powers and preferences, and the qualifications, limitations and
85-33	restrictions thereof, as the share of stock of the constituent corporation being converted in the
85-34	merger; (3) the holding company and the constituent corporation are corporations of this state and
86-1	the direct or indirect wholly-owned subsidiary that is the other constituent entity to the merger is
86-2	a corporation or limited liability company of this state; (4) the certificate of incorporation and by-
86-3	laws of the holding company immediately following the effective time of the merger contain
86-4	provisions identical to the certificate of incorporation and by-laws of the constituent corporation
86-5	immediately prior to the effective time of the merger (other than provisions, if any, regarding the
86-6	incorporator or incorporators, the corporate name, the registered office and agent, the initial board
86-7	of directors and the initial subscribers for shares and such provisions contained in any amendment
86-8	to the certificate of incorporation as were necessary to effect a change, exchange, reclassification,
86-9	subdivision, combination or cancellation of stock, if such change, exchange, reclassification,
86-10	subdivision, combination, or cancellation has become effective); (5) as a result of the merger the
86-11	constituent corporation or its successor becomes or remains a direct or indirect wholly-owned
86-12	subsidiary of the holding company; (6) the directors of the constituent corporation become or
86-13	remain the directors of the holding company upon the effective time of the merger; (7) the
86-14	organizational documents of the surviving entity immediately following the effective time of the
86-15	merger contain provisions identical to the certificate of incorporation of the constituent
86-16	corporation immediately prior to the effective time of the merger (other than provisions, if any,
86-17	regarding the incorporator or incorporators, the corporate or entity name, the registered office and
86-18	agent, the initial board of directors and the initial subscribers for shares, references to members
86-19	rather than stockholders or shareholders, references to interests, units or the like rather than stock
86-20	or shares, references to managers, managing members or other members of the governing body
86-21	rather than directors and such provisions contained in any amendment to the certificate of
86-22	incorporation as were necessary to effect a change, exchange, reclassification, subdivision,
86-23	combination or cancellation of stock, if such change, exchange, reclassification, subdivision,
86-24	combination or cancellation has become effective); provided, however, that: (i) if the
86-25	organizational documents of the surviving entity do not contain the following provisions, they
86-26	shall be amended in the merger to contain provisions requiring that (A) any act or transaction by
86-27	or involving the surviving entity, other than the election or removal of directors or managers,
86-28	managing members or other members of the governing body of the surviving entity, that requires
86-29	for its adoption under this chapter or its organizational documents the approval of the
86-30	stockholders or members of the surviving entity shall, by specific reference to this subsection,
86-31	require, in addition, the approval of the stockholders of the holding company (or any successor by
86-32	merger), by the same vote as is required by this chapter and/or by the organizational documents
86-33	of the surviving entity; provided, however, that for purposes of this clause (i)(A), any surviving
86-34	entity that is not a corporation shall include in such amendment a requirement that the approval of
87-1	the stockholders of the holding company be obtained for any act or transaction by or involving
87-2	the surviving entity, other than the election or removal of directors or managers, managing
87-3	members or other members of the governing body of the surviving entity, which would require
87-4	the approval of the stockholders of the surviving entity if the surviving entity were a corporation
87-5	subject to this chapter; (B) any amendment of the organizational documents of a surviving entity
87-6	that is not a corporation, which amendment would, if adopted by a corporation subject to this
87-7	chapter, be required to be included in the certificate of incorporation of such corporation, shall, by
87-8	specific reference to this subsection, require, in addition, the approval of the stockholders of the
87-9	holding company (or any successor by merger), by the same vote as is required by this chapter
87-10	and/or by the organizational documents of the surviving entity; and (C) the business and affairs of
87-11	a surviving entity that is not a corporation shall be managed by or under the direction of a board
87-12	of directors, board of managers or other governing body consisting of individuals who are subject
87-13	to the same fiduciary duties applicable to, and who are liable for breach of such duties to the same
87-14	extent as, directors of a corporation subject to this chapter; and (ii) the organizational documents
87-15	of the surviving entity may be amended in the merger (A) to reduce the number of classes and
87-16	shares of capital stock or other equity interests or units that the surviving entity is authorized to
87-17	issue and (B) to eliminate any provision authorized by subsection (d) of section 7A-4-1 of this
87-18	title; and (8) the stockholders of the constituent corporation do not recognize gain or loss for
87-19	United States federal income tax purposes as determined by the board of directors of the
87-20	constituent corporation. Neither subdivision (g)(7)(i) of this section nor any provision of a
87-21	surviving entity's organizational documents required by subdivision (g)(7)(i) shall be deemed or
87-22	construed to require approval of the stockholders of the holding company to elect or remove
87-23	directors or managers, managing members or other members of the governing body of the
87-24	surviving entity. The term "organizational documents", as used in subdivision (g)(7) and in the
87-25	preceding sentence, shall, when used in reference to a corporation, mean the certificate of
87-26	incorporation of such corporation, and when used in reference to a limited liability company,
87-27	mean the limited liability company agreement of such limited liability company.
87-28	As used in this subsection only, the term "holding company" means a corporation which,
87-29	from its incorporation until consummation of a merger governed by this subsection, was at all
87-30	times a direct or indirect wholly-owned subsidiary of the constituent corporation and whose
87-31	capital stock is issued in such merger. From and after the effective time of a merger adopted by a
87-32	constituent corporation by action of its board of directors and without any vote of stockholders
87-33	pursuant to this subsection: (i) to the extent the restrictions of section 7A-6-3 of this title applied
87-34	to the constituent corporation and its stockholders at the effective time of the merger, such
88-1	restrictions shall apply to the holding company and its stockholders immediately after the
88-2	effective time of the merger as though it were the constituent corporation, and all shares of stock
88-3	of the holding company acquired in the merger shall for purposes of section 7A-6-3 of this title be
88-4	deemed to have been acquired at the time that the shares of stock of the constituent corporation
88-5	converted in the merger were acquired, and provided further that any stockholder who
88-6	immediately prior to the effective time of the merger was not an interested stockholder within the
88-7	meaning of section 7A-6-3 of this title shall not solely by reason of the merger become an
88-8	interested stockholder of the holding company, (ii) if the corporate name of the holding company
88-9	immediately following the effective time of the merger is the same as the corporate name of the
88-10	constituent corporation immediately prior to the effective time of the merger, the shares of capital
88-11	stock of the holding company into which the shares of capital stock of the constituent corporation
88-12	are converted in the merger shall be represented by the stock certificates that previously
88-13	represented shares of capital stock of the constituent corporation and (iii) to the extent a
88-14	stockholder of the constituent corporation immediately prior to the merger had standing to
88-15	institute or maintain derivative litigation on behalf of the constituent corporation, nothing in this
88-16	section shall be deemed to limit or extinguish such standing. If an agreement of merger is adopted
88-17	by a constituent corporation by action of its board of directors and without any vote of
88-18	stockholders pursuant to this subsection, the secretary or assistant secretary of the constituent
88-19	corporation shall certify on the agreement that the agreement has been adopted pursuant to this
88-20	subsection and that the conditions specified in the first sentence of this subsection have been
88-21	satisfied, provided that such certification on the agreement shall not be required if a certificate of
88-22	merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and
88-23	certified shall then be filed and become effective, in accordance with section 7A-1-3 of this title.
88-24	Such filing shall constitute a representation by the person who executes the agreement that the
88-25	facts stated in the certificate remain true immediately prior to such filing.
88-26	7A-9-2. Merger or consolidation of domestic and foreign corporations -- Service of
88-27	process upon surviving or resulting corporation. -- (a) Any one or more corporations of this
88-28	state may merge or consolidate with one or more other corporations of any other state or states of
88-29	the United States, or of the District of Columbia if the laws of the other state or states, or of the
88-30	District permit a corporation of such jurisdiction to merge or consolidate with a corporation of
88-31	another jurisdiction. The constituent corporations may merge into a single corporation, which
88-32	may be any one of the constituent corporations, or they may consolidate into a new corporation
88-33	formed by the consolidation, which may be a corporation of the state of incorporation of any one
88-34	of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case
89-1	may be, complying and approved in accordance with this section. In addition, any one or more
89-2	corporations existing under the laws of this state may merge or consolidate with one or more
89-3	corporations organized under the laws of any jurisdiction other than one of the United States if
89-4	the laws under which the other corporation or corporations are organized permit a corporation of
89-5	such jurisdiction to merge or consolidate with a corporation of another jurisdiction.
89-6	(b) All the constituent corporations shall enter into an agreement of merger or
89-7	consolidation. The agreement shall state: (1) The terms and conditions of the merger or
89-8	consolidation; (2) the mode of carrying the same into effect; (3) the manner, if any, of converting
89-9	the shares of each of the constituent corporations into shares or other securities of the corporation
89-10	surviving or resulting from the merger or consolidation, or of cancelling some or all of such
89-11	shares, and, if any shares of any of the constituent corporations are not to remain outstanding, to
89-12	be converted; solely into shares or other securities of the surviving or resulting corporation or to
89-13	be cancelled, the cash, property, rights or securities of any other corporation or entity which the
89-14	holders of such shares are to receive in exchange for, or upon conversion of, such shares and the
89-15	surrender of any certificates evidencing them, which cash, property, rights or securities of any
89-16	other corporation or entity may be in addition to or in lieu of the shares or other securities of the
89-17	surviving or resulting corporation; (4) such other details or provisions as are deemed desirable,
89-18	including, without limiting the generality of the foregoing, a provision for the payment of cash in
89-19	lieu of the issuance or recognition of fractional shares of the surviving or resulting corporation or
89-20	of any other corporation, the securities of which are to be received in the merger or consolidation,
89-21	or for some other arrangement with respect thereto consistent with section 7A-5-5 of this title;
89-22	and (5) such other provisions or facts as shall be required to be set forth in certificates of
89-23	incorporation by the laws of the state which are stated in the agreement to be the laws that shall
89-24	govern the surviving or resulting corporation and that can be stated in the case of a merger or
89-25	consolidation. Any of the terms of the agreement of merger or consolidation may be made
89-26	dependent upon facts ascertainable outside of such agreement, provided that the manner in which
89-27	such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the
89-28	agreement of merger or consolidation. The term "facts," as used in the preceding sentence,
89-29	includes, but is not limited to, the occurrence of any event, including a determination or action by
89-30	any person or body, including the corporation.
89-31	(c) The agreement shall be adopted, approved, certified, executed and acknowledged by
89-32	each of the constituent corporations in accordance with the laws under which it is formed, and, in
89-33	the case of a Rhode Island corporation, in the same manner as is provided in section 7A-9-1 of
89-34	this title. The agreement shall be filed and shall become effective for all purposes of the laws of
90-1	this state when and as provided in section 7A-9-1 of this title with respect to the merger or
90-2	consolidation of corporations of this state. In lieu of filing the agreement of merger or
90-3	consolidation, the surviving or resulting corporation may file a certificate of merger or
90-4	consolidation, executed in accordance with section 7A-1-3 of this title, which states:
90-5	(1) The name and state or jurisdiction of incorporation of each of the constituent
90-6	corporations;
90-7	(2) That an agreement of merger or consolidation has been approved, adopted, certified,
90-8	executed and acknowledged by each of the constituent corporations in accordance with this
90-9	subsection;
90-10	(3) The name of the surviving or resulting corporation;
90-11	(4) In the case of a merger, such amendments or changes in the certificate of
90-12	incorporation of the surviving corporation as are desired to be effected by the merger, or, if no
90-13	such amendments or changes are desired, a statement that the certificate of incorporation of the
90-14	surviving corporation shall be its certificate of incorporation;
90-15	(5) In the case of a consolidation, that the certificate of incorporation of the resulting
90-16	corporation shall be as is set forth in an attachment to the certificate;
90-17	(6) That the executed agreement of consolidation or merger is on file at an office of the
90-18	surviving corporation and the address thereof;
90-19	(7) That a copy of the agreement of consolidation or merger will be furnished by the
90-20	surviving corporation, on request and without cost, to any stockholder of any constituent
90-21	corporation;
90-22	(8) If the corporation surviving or resulting from the merger or consolidation is to be a
90-23	corporation of this state, the authorized capital stock of each constituent corporation which is not
90-24	a corporation of this state; and
90-25	(9) The agreement, if any, required by subsection (d) of this section.
90-26	(d) If the corporation surviving or resulting from the merger or consolidation is to be
90-27	governed by the laws of the District of Columbia or any state or jurisdiction other than this state,
90-28	it shall agree that it may be served with process in this state in any proceeding for enforcement of
90-29	any obligation of any constituent corporation of this state, as well as for enforcement of any
90-30	obligation of the surviving or resulting corporation arising from the merger or consolidation,
90-31	including any suit or other proceeding to enforce the right of any stockholders as determined in
90-32	appraisal proceedings pursuant to section 7A-9-12 of this title, and shall irrevocably appoint the
90-33	secretary of state as its agent to accept service of process in any such suit or other proceedings
90-34	and shall specify the address to which a copy of such process shall be mailed by the secretary of
91-1	state. In the event of such service upon the secretary of state in accordance with this subsection,
91-2	the secretary of state shall forthwith notify such surviving or resulting corporation thereof by
91-3	letter, certified mail, return receipt requested, directed to such surviving or resulting corporation
91-4	at its address so specified, unless such surviving or resulting corporation shall have designated in
91-5	writing to the secretary of state a different address for such purpose, in which case it shall be
91-6	mailed to the last address so designated. Such letter shall enclose a copy of the process and any
91-7	other papers served on the secretary of state pursuant to this subsection. It shall be the duty of the
91-8	plaintiff in the event of such service to serve process and any other papers in duplicate, to notify
91-9	the secretary of state that service is being effected pursuant to this subsection and to pay the
91-10	secretary of state the sum of fifty dollars ($50.00) for the use of the State, which sum shall be
91-11	taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of
91-12	state shall maintain an alphabetical record of any such service setting forth the name of the
91-13	plaintiff and the defendant, the title, docket number and nature of the proceeding in which process
91-14	has been served, the fact that service has been effected pursuant to this subsection, the return date
91-15	thereof, and the day and hour service was made. The secretary of state shall not be required to
91-16	retain such information longer than five (5) years from receipt of the service of process.
91-17	(e) Subsection (d) and the second sentence of subsection (c) of section 7A-9-1 of this title
91-18	shall apply to any merger or consolidation under this section; subsection (e) of section 7A-9-1 of
91-19	this title shall apply to a merger under this section in which the surviving corporation is a
91-20	corporation of this state; subsection
91-21	(f) of section 7A-9-1 of this title shall apply to any merger under this section.
91-22	7A-9-3. Merger of parent corporation and subsidiary or subsidiaries. -- (a) In any
91-23	case in which at least ninety percent (90%) of the outstanding shares of each class of the stock of
91-24	a corporation or corporations (other than a corporation which has in its certificate of incorporation
91-25	the provision required by subsection 7A-9-1(g)(7)(i) of this title), of which class there are
91-26	outstanding shares that, absent this subsection, would be entitled to vote on such merger, is
91-27	owned by another corporation and one of the corporations is a corporation of this state and the
91-28	other or others are corporations of this state, or any other state or states, or the District of
91-29	Columbia and the laws of the other state or states, or the district permit a corporation of such
91-30	jurisdiction to merge with a corporation of another jurisdiction, the corporation having such stock
91-31	ownership may either merge the other corporation or corporations into itself and assume all of its
91-32	or their obligations, or merge itself, or itself and one or more of such other corporations, into one
91-33	of the other corporations by executing, acknowledging and filing, in accordance with section 7A-
91-34	1-3 of this title, a certificate of such ownership and merger setting forth a copy of the resolution
92-1	of its board of directors to so merge and the date of the adoption; provided, however, that in case
92-2	the parent corporation shall not own all the outstanding stock of all the subsidiary corporations,
92-3	parties to a merger as aforesaid, the resolution of the board of directors of the parent corporation
92-4	shall state the terms and conditions of the merger, including the securities, cash, property, or
92-5	rights to be issued, paid, delivered or granted by the surviving corporation upon surrender of each
92-6	share of the subsidiary corporation or corporations not owned by the parent corporation, or the
92-7	cancellation of some or all of such shares. Any of the terms of the resolution of the board of
92-8	directors to so merge may be made dependent upon facts ascertainable outside of such resolution,
92-9	provided that the manner in which such facts shall operate upon the terms of the resolution is
92-10	clearly and expressly set forth in the resolution. The term "facts," as used in the preceding
92-11	sentence, includes, but is not limited to, the occurrence of any event, including a determination or
92-12	action by any person or body, including the corporation. If the parent corporation be not the
92-13	surviving corporation, the resolution shall include provision for the pro rata issuance of stock of
92-14	the surviving corporation to the holders of the stock of the parent corporation on surrender of any
92-15	certificates therefor, and the certificate of ownership and merger shall state that the proposed
92-16	merger has been approved by a majority of the outstanding stock of the parent corporation
92-17	entitled to vote thereon at a meeting duly called and held after twenty (20) days' notice of the
92-18	purpose of the meeting mailed to each such stockholder at the stockholder's address as it appears
92-19	on the records of the corporation if the parent corporation is a corporation of this State or state
92-20	that the proposed merger has been adopted, approved, certified, executed and acknowledged by
92-21	the parent corporation in accordance with the laws under which it is organized if the parent
92-22	corporation is not a corporation of this state. If the surviving corporation exists under the laws of
92-23	the District of Columbia or any state or jurisdiction other than this state, subsection (d) of section
92-24	7A-9-2 of this title shall also apply to a merger under this section.
92-25	(b) If the surviving corporation is a Rhode Island corporation, it may change its corporate
92-26	name by the inclusion of a provision to that effect in the resolution of merger adopted by the
92-27	directors of the parent corporation and set forth in the certificate of ownership and merger, and
92-28	upon the effective date of the merger, the name of the corporation shall be so changed.
92-29	(c) Subsection (d) of section 7A-9-1 of this title shall apply to a merger under this
92-30	section, and subsection (e) of section 7A-9-1 of this title shall apply to a merger under this section
92-31	in which the surviving corporation is the subsidiary corporation and is a corporation of this State.
92-32	References to "agreement of merger" in subsections (d) and (e) of section 7A-9-1 of this title shall
92-33	mean for purposes of this subsection the resolution of merger adopted by the board of directors of
92-34	the parent corporation. Any merger which effects any changes other than those authorized by this
93-1	section or made applicable by this subsection shall be accomplished under section 7A-9-1 or
93-2	section 7A-9-2 of this title. Section 7A-9-12 of this title shall not apply to any merger effected
93-3	under this section, except as provided in subsection (d) of this section.
93-4	(d) In the event all of the stock of a subsidiary Rhode Island corporation party to a merger
93-5	effected under this section is not owned by the parent corporation immediately prior to the
93-6	merger, the stockholders of the subsidiary Rhode Island corporation party to the merger shall
93-7	have appraisal rights as set forth in section 7A-9-12 of this title.
93-8	(e) A merger may be effected under this section although one or more of the corporation's
93-9	parties to the merger is a corporation organized under the laws of a jurisdiction other than one of
93-10	the United States; provided that the laws of such jurisdiction permit a corporation of such
93-11	jurisdiction to merge with a corporation of another jurisdiction.
93-12	7A-9-4. Merger or consolidation of domestic corporation and joint-stock or other
93-13	association. -- (a) The term "joint-stock association" as used in this section, includes any
93-14	association of the kind commonly known as a joint-stock association or joint-stock company and
93-15	any unincorporated association, trust or enterprise having members or having outstanding shares
93-16	of stock or other evidences of financial or beneficial interest therein, whether formed by
93-17	agreement or under statutory authority or otherwise, but does not include a corporation,
93-18	partnership or limited liability company. The term "stockholder" as used in this section, includes
93-19	every member of such joint-stock association or holder of a share of stock or other evidence of
93-20	financial or beneficial interest therein.
93-21	(b) Any one or more corporations of this state may merge or consolidate with one or
93-22	more joint-stock associations, except a joint-stock association formed under the laws of a state
93-23	which forbids such merger or consolidation. Such corporation or corporations and such one or
93-24	more joint-stock associations may merge into a single corporation, or joint-stock association,
93-25	which may be any one of such corporations or joint-stock associations, or they may consolidate
93-26	into a new corporation or joint-stock association of this state, pursuant to an agreement of merger
93-27	or consolidation, as the case may be, complying and approved in accordance with this section.
93-28	The surviving or resulting entity may be organized for profit or not organized for profit, and if the
93-29	surviving or resulting entity is a corporation, it may be a stock corporation or a nonstock
93-30	corporation.
93-31	(c) Each such corporation and joint-stock association shall enter into a written agreement
93-32	of merger or consolidation. The agreement shall state: (1) The terms and conditions of the merger
93-33	or consolidation; (2) the mode of carrying the same into effect; (3) the manner, if any, of
93-34	converting the shares of stock of each stock corporation, the interest of members of each nonstock
94-1	corporation, and the shares, membership or financial or beneficial interests in each of the joint-
94-2	stock associations into shares or other securities of a stock corporation or membership interests of
94-3	a nonstock corporation or into shares, memberships or financial or beneficial interests of the
94-4	joint-stock association surviving or resulting from such merger or consolidation, or of cancelling
94-5	some or all of such shares, memberships or financial or beneficial interests, and, if any shares of
94-6	any such stock corporation, any membership interests of any such nonstock corporation or any
94-7	shares, memberships or financial or beneficial interests in any such joint-stock association are not
94-8	to remain outstanding, to be converted solely into shares or other securities of the stock
94-9	corporation or membership interests of the nonstock corporation or into shares, memberships or
94-10	financial or beneficial interests of the joint-stock association surviving or resulting from such
94-11	merger or consolidation or to be cancelled, the cash, property, rights or securities of any other
94-12	corporation or entity which the holders of shares of any such stock corporation, membership
94-13	interests of any such nonstock corporation, or shares, memberships or financial or beneficial
94-14	interests of any such joint-stock association are to receive in exchange for, or upon conversion of
94-15	such shares, membership interests or shares, memberships or financial or beneficial interests, and
94-16	the surrender of any certificates evidencing them, which cash, property, rights or securities of any
94-17	other corporation or entity may be in addition to or in lieu of shares or other securities of the
94-18	stock corporation or membership interests of the nonstock corporation or shares, memberships or
94-19	financial or beneficial interests of the joint-stock association surviving or resulting from such
94-20	merger or consolidation; and (4) such other details or provisions as are deemed desirable,
94-21	including, without limiting the generality of the foregoing, a provision for the payment of cash in
94-22	lieu of the issuance of fractional shares where the surviving or resulting entity is a corporation.
94-23	There shall also be set forth in the agreement such other matters or provisions as shall then be
94-24	required to be set forth in certificates of incorporation or documents required to establish and
94-25	maintain a joint-stock association by the laws of this state and that can be stated in the case of
94-26	such merger or consolidation. Any of the terms of the agreement of merger or consolidation may
94-27	be made dependent upon facts ascertainable outside of such agreement, provided that the manner
94-28	in which such facts shall operate upon the terms of the agreement is clearly and expressly set
94-29	forth in the agreement of merger or consolidation. The term "facts," as used in the preceding
94-30	sentence, includes, but is not limited to, the occurrence of any event, including a determination or
94-31	action by any person or body, including the corporation.
94-32	(d) The agreement required by subsection (c) of this section shall be adopted, approved,
94-33	certified, executed and acknowledged by each of the stock or nonstock corporations in the same
94-34	manner as is provided in section 7A-9-1 or section 7A-9-5 of this title, respectively, and in the
95-1	case of the joint-stock associations in accordance with their articles of association or other
95-2	instrument containing the provisions by which they are organized or regulated or in accordance
95-3	with the laws of the state under which they are formed, as the case may be. Where the surviving
95-4	or resulting entity is a corporation, the agreement shall be filed and shall become effective for all
95-5	purposes of the laws of this state when and as provided in section 7A-9-1 of this title with respect
95-6	to the merger or consolidation of corporations of this State. In lieu of filing the agreement of
95-7	merger or consolidation, where the surviving or resulting entity is a corporation it may file a
95-8	certificate of merger or consolidation, executed in accordance with section 7A-1-3 of this title,
95-9	which states:
95-10	(1) The name and state of domicile of each of the constituent entities;
95-11	(2) That an agreement of merger or consolidation has been approved, adopted, certified,
95-12	executed and acknowledged by each of the constituent entities in accordance with this subsection;
95-13	(3) The name of the surviving or resulting corporation;
95-14	(4) In the case of a merger, such amendments or changes in the certificate of
95-15	incorporation of the surviving corporation as are desired to be effected by the merger, or, if no
95-16	such amendments or changes are desired, a statement that the certificate of incorporation of the
95-17	surviving corporation shall be its certificate of incorporation;
95-18	(5) In the case of a consolidation, that the certificate of incorporation of the resulting
95-19	corporation shall be as is set forth in an attachment to the certificate;
95-20	(6) That the executed agreement of consolidation or merger is on file at an office of the
95-21	surviving corporation and the address thereof; and
95-22	(7) That a copy of the agreement of consolidation or merger will be furnished by the
95-23	surviving corporation, on request and without cost, to any stockholder of any constituent entity.
95-24	Where the surviving or resulting entity is a joint-stock association, the agreement shall be
95-25	filed and shall be effective for all purposes when filed in accordance with the laws regulating the
95-26	creation of joint-stock associations.
95-27	(e) Sections 7A-9-1(d), 7A-9-1(e), 7A-9-1(f), 7A-9-2(d), 7A-9-9 through 7A—9-12 and
95-28	7A-13-8 of this title shall, insofar as they are applicable, apply to mergers or consolidations
95-29	between corporations and joint-stock associations; the word "corporation" where applicable, as
95-30	used in those sections, being deemed to include joint-stock associations as defined herein. The
95-31	second sentence of section 7A-9-1(c) of this title shall be applicable to any merger or
95-32	consolidation under this section. Where the surviving or resulting entity is a corporation, the
95-33	personal liability, if any, of any stockholder of a joint-stock association existing at the time of
95-34	such merger or consolidation shall not thereby be extinguished, shall remain personal to such
96-1	stockholder and shall not become the liability of any subsequent transferee of any share of stock
96-2	in such surviving or resulting corporation or of any other stockholder of such surviving or
96-3	resulting corporation.
96-4	(f) Nothing in this section shall be deemed to authorize the merger of a charitable
96-5	nonstock corporation or charitable joint-stock association into a stock corporation or joint-stock
96-6	association if the charitable status of such nonstock corporation or joint-stock association would
96-7	be thereby lost or impaired, but a stock corporation or joint-stock association may be merged into
96-8	a charitable nonstock corporation or charitable joint-stock association which shall continue as the
96-9	surviving corporation or joint-stock association.
96-10	7A-9-5. Merger or consolidation of domestic nonstock corporations. -- (a) Any two
96-11	(2) or more nonstock corporations of this state, whether or not organized for profit, may merge
96-12	into a single corporation, which may be any one of the constituent corporations, or they may
96-13	consolidate into a new nonstock corporation, whether or not organized for profit, formed by the
96-14	consolidation, pursuant to an agreement of merger or consolidation, as the case may be,
96-15	complying and approved in accordance with this section.
96-16	(b) The governing body of each corporation which desires to merge or consolidate shall
96-17	adopt a resolution approving an agreement of merger or consolidation. The agreement shall state:
96-18	(1) The terms and conditions of the merger or consolidation; (2) the mode of carrying the same
96-19	into effect; (3) such other provisions or facts required or permitted by this chapter to be stated in a
96-20	certificate of incorporation for nonstock corporations as can be stated in the case of a merger or
96-21	consolidation, stated in such altered form as the circumstances of the case require; (4) the manner,
96-22	if any, of converting the memberships of each of the constituent corporations into memberships
96-23	of the corporation surviving or resulting from the merger or consolidation, or of cancelling some
96-24	or all of such membership interests; and (5) such other details or provisions as are deemed
96-25	desirable. Any of the terms of the agreement of merger or consolidation may be made dependent
96-26	upon facts ascertainable outside of such agreement, provided that the manner in which such facts
96-27	shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement
96-28	of merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is
96-29	not limited to, the occurrence of any event, including a determination or action by any person or
96-30	body, including the corporation.
96-31	(c) The agreement shall be submitted to the members of each constituent corporation who
96-32	have the right to vote for the election of the members of the governing body of their corporation,
96-33	at an annual or special meeting thereof for the purpose of acting on the agreement. Due notice of
96-34	the time, place and purpose of the meeting shall be mailed to each member of each such
97-1	corporation who has the right to vote for the election of the members of the governing body of the
97-2	corporation, at the member's address as it appears on the records of the corporation, at least
97-3	twenty (20) days prior to the date of the meeting. The notice shall contain a copy of the
97-4	agreement or a brief summary thereof, as the governing body shall deem advisable. At the
97-5	meeting the agreement shall be considered and a vote by ballot, in person or by proxy, taken for
97-6	the adoption or rejection of the agreement. If a majority of the voting power of members of each
97-7	such corporation who have the voting power above mentioned shall be for the adoption of the
97-8	agreement, then that fact shall be certified on the agreement by the officer of each such
97-9	corporation performing the duties ordinarily performed by the secretary or assistant secretary of a
97-10	corporation, provided that such certification on the agreement shall not be required if a certificate
97-11	of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and
97-12	certified shall be executed, acknowledged and filed, and shall become effective, in accordance
97-13	with section 7A-1-3 of this title. The provisions set forth in the last sentence of subsection (c) of
97-14	section 7A-9-1 shall apply to a merger under this section, and the reference therein to
97-15	"stockholder" shall be deemed to include "member" hereunder.
97-16	(d) If, under the certificate of incorporation of any one or more of the constituent
97-17	corporations, there shall be no members who have the right to vote for the election of the
97-18	members of the governing body of the corporation other than the members of that body
97-19	themselves, the agreement duly entered into as provided in subsection (b) of this section shall be
97-20	submitted to the members of the governing body of such corporation or corporations, at a meeting
97-21	thereof. Notice of the meeting shall be mailed to the members of the governing body in the same
97-22	manner as is provided in the case of a meeting of the members of a corporation. If at the meeting
97-23	two thirds (2/3) of the total number of members of the governing body shall vote by ballot, in
97-24	person, for the adoption of the agreement, that fact shall be certified on the agreement in the same
97-25	manner as is provided in the case of the adoption of the agreement by the vote of the members of
97-26	a corporation, provided that such certification on the agreement shall not be required if a
97-27	certificate of merger or consolidation is filed in lieu of filing the agreement, and thereafter the
97-28	same procedure shall be followed to consummate the merger or consolidation.
97-29	(e) Subsection (e) of section 7A-9-1 shall apply to a merger under this section.
97-30	(f) Nothing in this section shall be deemed to authorize the merger of a charitable
97-31	nonstock corporation into a nonstock corporation if such charitable nonstock corporation would
97-32	thereby have its charitable status lost or impaired; but a nonstock corporation may be merged into
97-33	a charitable nonstock corporation which shall continue as the surviving corporation.
97-34	7A-9-6. Merger or consolidation of domestic and foreign nonstock corporations --
98-1	Service of process upon surviving or resulting corporation. -- (a) Any one or more nonstock
98-2	corporations of this state may merge or consolidate with one or more other nonstock corporations
98-3	of any other state or states of the United States, or of the District of Columbia if the laws of such
98-4	other state or states or of the District permit a corporation of such jurisdiction to merge with a
98-5	corporation of another jurisdiction. The constituent corporations may merge into a single
98-6	corporation, which may be any one of the constituent corporations, or they may consolidate into a
98-7	new nonstock corporation formed by the consolidation, which may be a corporation of the state of
98-8	incorporation of any one of the constituent corporations, pursuant to an agreement of merger or
98-9	consolidation, as the case may be, complying and approved in accordance with this section. In
98-10	addition, any one or more nonstock corporations organized under the laws of any jurisdiction
98-11	other than one of the United States may merge or consolidate with one or more nonstock
98-12	corporations of this state if the surviving or resulting corporation will be a corporation of this
98-13	State, and if the laws under which the other corporation or corporations are formed permit a
98-14	corporation of such jurisdiction to merge with a corporation of another jurisdiction.
98-15	(b) All the constituent corporations shall enter into an agreement of merger or
98-16	consolidation. The agreement shall state: (1) The terms and conditions of the merger or
98-17	consolidation; (2) the mode of carrying the same into effect; (3) the manner, if any, of converting
98-18	the memberships of each of the constituent corporations into memberships of the corporation
98-19	surviving or resulting from such merger or consolidation or of cancelling some or all of such
98-20	memberships; (4) such other details and provisions as shall be deemed desirable; and (5) such
98-21	other provisions or facts as shall then be required to be stated in a certificate of incorporation by
98-22	the laws of the state which are stated in the agreement to be the laws that shall govern the
98-23	surviving or resulting corporation and that can be stated in the case of a merger or consolidation.
98-24	Any of the terms of the agreement of merger or consolidation may be made dependent upon facts
98-25	ascertainable outside of such agreement, provided that the manner in which such facts shall
98-26	operate upon the terms of the agreement is clearly and expressly set forth in the agreement of
98-27	merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not
98-28	limited to, the occurrence of any event, including a determination or action by any person or
98-29	body, including the corporation.
98-30	(c) The agreement shall be adopted, approved, certified, executed and acknowledged by
98-31	each of the constituent corporations in accordance with the laws under which it is formed and, in
98-32	the case of a Rhode Island corporation, in the same manner as is provided in section 7A-9-5 of
98-33	this title. The agreement shall be filed and shall become effective for all purposes of the laws of
98-34	this state when and as provided in section 7A-9-5 of this title with respect to the merger of
99-1	nonstock corporations of this state. Insofar as they may be applicable, the provisions set forth in
99-2	the last sentence of subsection (c) of section 7A-9-2 of this title shall apply to a merger under this
99-3	section, and the reference therein to "stockholder" shall be deemed to include "member"
99-4	hereunder.
99-5	(d) If the corporation surviving or resulting from the merger or consolidation is to be
99-6	governed by the laws of any state other than this state, it shall agree that it may be served with
99-7	process in this state in any proceeding for enforcement of any obligation of any constituent
99-8	corporation of this state, as well as for enforcement of any obligation of the surviving or resulting
99-9	corporation arising from the merger or consolidation and shall irrevocably appoint the secretary
99-10	of state as its agent to accept service of process in any suit or other proceedings and shall specify
99-11	the address to which a copy of such process shall be mailed by the secretary of state. In the event
99-12	of such service upon the secretary of state in accordance with this subsection, the secretary of
99-13	state shall forthwith notify such surviving or resulting corporation thereof by letter, certified mail,
99-14	return receipt requested, directed to such corporation at its address so specified, unless such
99-15	surviving or resulting corporation shall have designated in writing to the secretary of state a
99-16	different address for such purpose, in which case it shall be mailed to the last address so
99-17	designated. Such letter shall enclose a copy of the process and any other papers served upon the
99-18	secretary of state. It shall be the duty of the plaintiff in the event of such service to serve process
99-19	and any other papers in duplicate, to notify the secretary of state that service is being made
99-20	pursuant to this subsection, and to pay the secretary of state the sum of fifty dollars ($50.00) for
99-21	the use of the state, which sum shall be taxed as a part of the costs in the proceeding if the
99-22	plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any
99-23	such service setting forth the name of the plaintiff and defendant, the title, docket number and
99-24	nature of the proceeding in which process has been served upon the secretary of state, the fact that
99-25	service has been effected pursuant to this subsection, the return date thereof, and the day and hour
99-26	when the service was made. The secretary of state shall not be required to retain such information
99-27	for a period longer than five (5) years from receipt of the service of process.
99-28	(e) Subsection (e) of section 7A-9-1 of this title shall apply to a merger under this section
99-29	if the corporation surviving the merger is a corporation of this state.
99-30	7A-9-7. Merger or consolidation of domestic stock and nonstock corporations. -- (a)
99-31	Any one or more nonstock corporations of this state, whether or not organized for profit, may
99-32	merge or consolidate with one or more stock corporations of this state, whether or not organized
99-33	for profit. The constituent corporations may merge into a single corporation, which may be any
99-34	one of the constituent corporations, or they may consolidate into a new corporation formed by the
100-1	consolidation, pursuant to an agreement of merger or consolidation, as the case may be,
100-2	complying and approved in accordance with this section. The surviving constituent corporation or
100-3	the new corporation may be organized for profit or not organized for profit and may be a stock
100-4	corporation or a nonstock corporation.
100-5	(b) The board of directors of each stock corporation which desires to merge or
100-6	consolidate and the governing body of each nonstock corporation which desires to merge or
100-7	consolidate shall adopt a resolution approving an agreement of merger or consolidation. The
100-8	agreement shall state: (1) The terms and conditions of the merger or consolidation; (2) the mode
100-9	of carrying the same into effect; (3) such other provisions or facts required or permitted by this
100-10	chapter to be stated in a certificate of incorporation as can be stated in the case of a merger or
100-11	consolidation, stated in such altered form as the circumstances of the case require; (4) the manner,
100-12	if any, of converting the shares of stock of a stock corporation and the interests of the members of
100-13	a nonstock corporation into shares or other securities of a stock corporation or membership
100-14	interests of a nonstock corporation surviving or resulting from such merger or consolidation or of
100-15	cancelling some or all of such shares or interests, and, if any shares of any such stock corporation
100-16	or membership interests of any such nonstock corporation are not to remain outstanding, to be
100-17	converted solely into shares or other securities of the stock corporation or membership interests of
100-18	the nonstock corporation surviving or resulting from such merger or consolidation or to be
100-19	cancelled, the cash, property, rights or securities of any other corporation or entity which the
100-20	holders of shares of any such stock corporation or membership interests of any such nonstock
100-21	corporation are to receive in exchange for, or upon conversion of such shares or membership
100-22	interests, and the surrender of any certificates evidencing them, which cash, property, rights or
100-23	securities of any other corporation or entity may be in addition to or in lieu of shares or other
100-24	securities of any stock corporation or membership interests of any nonstock corporation surviving
100-25	or resulting from such merger or consolidation; and (5) such other details or provisions as are
100-26	deemed desirable. In such merger or consolidation the interests of members of a constituent
100-27	nonstock corporation may be treated in various ways so as to convert such interests into interests
100-28	of value, other than shares of stock, in the surviving or resulting stock corporation or into shares
100-29	of stock in the surviving or resulting stock corporation, voting or nonvoting, or into creditor
100-30	interests or any other interests of value equivalent to their membership interests in their nonstock
100-31	corporation. The voting rights of members of a constituent nonstock corporation need not be
100-32	considered an element of value in measuring the reasonable equivalence of the value of the
100-33	interests received in the surviving or resulting stock corporation by members of a constituent
100-34	nonstock corporation, nor need the voting rights of shares of stock in a constituent stock
101-1	corporation be considered as an element of value in measuring the reasonable equivalence of the
101-2	value of the interests in the surviving or resulting nonstock corporations received by stockholders
101-3	of a constituent stock corporation, and the voting or nonvoting shares of a stock corporation may
101-4	be converted into voting or nonvoting regular, life, general, special or other type of membership,
101-5	however designated, creditor interests or participating interests, in the nonstock corporation
101-6	surviving or resulting from such merger or consolidation of a stock corporation and a nonstock
101-7	corporation. Any of the terms of the agreement of merger or consolidation may be made
101-8	dependent upon facts ascertainable outside of such agreement, provided that the manner in which
101-9	such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the
101-10	agreement of merger or consolidation. The term "facts," as used in the preceding sentence,
101-11	includes, but is not limited to, the occurrence of any event, including a determination or action by
101-12	any person or body, including the corporation.
101-13	(c) The agreement required by subsection (b) of this section, in the case of each
101-14	constituent stock corporation, shall be adopted, approved, certified, executed and acknowledged
101-15	by each constituent corporation in the same manner as is provided in section 7A-9-1 of this title
101-16	and, in the case of each constituent nonstock corporation, shall be adopted, approved, certified,
101-17	executed and acknowledged by each of said constituent corporations in the same manner as is
101-18	provided in section 7A-9-5 of this title. The agreement shall be filed and shall become effective
101-19	for all purposes of the laws of this state when and as provided in section 7A-9-1 of this title with
101-20	respect to the merger of stock corporations of this state. Insofar as they may be applicable, the
101-21	provisions set forth in the last sentence of subsection (c) of section 7A-9-1 of this title shall apply
101-22	to a merger under this section, and the reference therein to "stockholder" shall be deemed to
101-23	include "member" hereunder.
101-24	(d) Subsection (e) of section 7A-9-1 of this title shall apply to a merger under this
101-25	section, if the surviving corporation is a corporation of this state; subsection (d) and the second
101-26	sentence of subsection (c) of section 7A-9-1 of this title shall apply to any constituent stock
101-27	corporation participating in a merger or consolidation under this section; and subsection (f) of
101-28	section 7A-9-1 of this title shall apply to any constituent stock corporation participating in a
101-29	merger under this section.
101-30	(e) Nothing in this section shall be deemed to authorize the merger of a charitable
101-31	nonstock corporation into a stock corporation, if the charitable status of such nonstock
101-32	corporation would thereby be lost or impaired; but a stock corporation may be merged into a
101-33	charitable nonstock corporation which shall continue as the surviving corporation.
101-34	7A-9-8. Merger or consolidation of domestic and foreign stock and nonstock
102-1	corporations. -- (a) Any one or more corporations of this state, whether stock or nonstock
102-2	corporations and whether or not organized for profit, may merge or consolidate with one or more
102-3	other corporations of any other state or states of the United States or of the District of Columbia
102-4	whether stock or nonstock corporations and whether or not organized for profit, if the laws under
102-5	which the other corporation or corporations are formed shall permit such a corporation of such
102-6	jurisdiction to merge with a corporation of another jurisdiction. The constituent corporations may
102-7	merge into a single corporation, which may be any one of the constituent corporations, or they
102-8	may consolidate into a new corporation formed by the consolidation, which may be a corporation
102-9	of the place of incorporation of any one of the constituent corporations, pursuant to an agreement
102-10	of merger or consolidation, as the case may be, complying and approved in accordance with this
102-11	section. The surviving or new corporation may be either a stock corporation or a membership
102-12	corporation, as shall be specified in the agreement of merger required by subsection (b) of this
102-13	section.
102-14	(b) The method and procedure to be followed by the constituent corporations so merging
102-15	or consolidating shall be as prescribed in section 7A-9-7 of this title in the case of Rhode Island
102-16	corporations. The agreement of merger or consolidation shall also set forth such other matters or
102-17	provisions as shall then be required to be set forth in certificates of incorporation by the laws of
102-18	the state which are stated in the agreement to be the laws which shall govern the surviving or
102-19	resulting corporation and that can be stated in the case of a merger or consolidation. The
102-20	agreement, in the case of foreign corporations, shall be adopted, approved, certified, executed and
102-21	acknowledged by each of the constituent foreign corporations in accordance with the laws under
102-22	which each is formed.
102-23	(c) The requirements of subsection (d) of section 7A-9-2 of this title as to the
102-24	appointment of the secretary of state to receive process and the manner of serving the same in the
102-25	event the surviving or new corporation is to be governed by the laws of any other state shall also
102-26	apply to mergers or consolidations effected under this section. Subsection (e) of section 7A-9-1 of
102-27	this title shall apply to mergers effected under this section if the surviving corporation is a
102-28	corporation of this state; subsection (d) of section 7A-9-1 of this title shall apply to any
102-29	constituent stock corporation participating in a merger or consolidation under this section; and
102-30	subsection (f) of section 7A-9-1 of this title shall apply to any constituent stock corporation
102-31	participating in a merger under this section.
102-32	(d) Nothing in this section shall be deemed to authorize the merger of a charitable
102-33	nonstock corporation into a stock corporation, if the charitable status of such nonstock
102-34	corporation would thereby be lost or impaired; but a stock corporation may be merged into a
103-1	charitable nonstock corporation which shall continue as the surviving corporation.
103-2	7A-9-9. Status, rights, liabilities, of constituent and surviving or resulting
103-3	corporations following merger or consolidation. -- (a) When any merger or consolidation shall
103-4	have become effective under this chapter, for all purposes of the laws of this state the separate
103-5	existence of all the constituent corporations, or of all such constituent corporations except the one
103-6	into which the other or others of such constituent corporations have been merged, as the case may
103-7	be, shall cease and the constituent corporations shall become a new corporation, or be merged
103-8	into one of such corporations, as the case may be, possessing all the rights, privileges, powers and
103-9	franchises as well of a public as of a private nature, and being subject to all the restrictions,
103-10	disabilities and duties of each of such corporations so merged or consolidated; and all and
103-11	singular, the rights, privileges, powers and franchises of each of said corporations, and all
103-12	property, real, personal and mixed, and all debts due to any of said constituent corporations on
103-13	whatever account, as well for stock subscriptions as all other things in action or belonging to each
103-14	of such corporations shall be vested in the corporation surviving or resulting from such merger or
103-15	consolidation; and all property, rights, privileges, powers and franchises, and all and every other
103-16	interest shall be thereafter as effectually the property of the surviving or resulting corporation as
103-17	they were of the several and respective constituent corporations, and the title to any real estate
103-18	vested by deed or otherwise, under the laws of this state, in any of such constituent corporations,
103-19	shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and
103-20	all liens upon any property of any of said constituent corporations shall be preserved unimpaired,
103-21	and all debts, liabilities and duties of the respective constituent corporations shall thenceforth
103-22	attach to said surviving or resulting corporation, and may be enforced against it to the same extent
103-23	as if said debts, liabilities and duties had been incurred or contracted by it.
103-24	(b) In the case of a merger of banks or trust companies, without any order or action on the
103-25	part of any court or otherwise, all appointments, designations, and nominations, and all other
103-26	rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of
103-27	estates, assignee, receiver, trustee of estates of persons mentally ill and in every other fiduciary
103-28	capacity, shall be automatically vested in the corporation resulting from or surviving such merger;
103-29	provided, however, that any party in interest shall have the right to apply to an appropriate court
103-30	or tribunal for a determination as to whether the surviving corporation shall continue to serve in
103-31	the same fiduciary capacity as the merged corporation, or whether a new and different fiduciary
103-32	should be appointed.
103-33	7A-9-10. Powers of corporation surviving or resulting from merger or consolidation
103-34	-- Issuance of stock, bonds or other indebtedness. -- When two (2) or more corporations are
104-1	merged or consolidated, the corporation surviving or resulting from the merger may issue bonds
104-2	or other obligations, negotiable or otherwise, and with or without coupons or interest certificates
104-3	thereto attached, to an amount sufficient with its capital stock to provide for all the payments it
104-4	will be required to make, or obligations it will be required to assume, in order to effect the merger
104-5	or consolidation. For the purpose of securing the payment of any such bonds and obligations, it
104-6	shall be lawful for the surviving or resulting corporation to mortgage its corporate franchise,
104-7	rights, privileges and property, real, personal or mixed. The surviving or resulting corporation
104-8	may issue certificates of its capital stock or uncertificated stock if authorized to do so and other
104-9	securities to the stockholders of the constituent corporations in exchange or payment for the
104-10	original shares, in such amount as shall be necessary in accordance with the terms of the
104-11	agreement of merger or consolidation in order to effect such merger or consolidation in the
104-12	manner and on the terms specified in the agreement.
104-13	7A-9-11. Effect of merger upon pending actions. -- Any action or proceeding, whether
104-14	civil, criminal or administrative, pending by or against any corporation which is a party to a
104-15	merger or consolidation shall be prosecuted as if such merger or consolidation had not taken
104-16	place, or the corporation surviving or resulting from such merger or consolidation may be
104-17	substituted in such action or proceeding.
104-18	7A-9-12. Appraisal rights. -- (a) Any stockholder of a corporation of this state who
104-19	holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this
104-20	section with respect to such shares, who continuously holds such shares through the effective date
104-21	of the merger or consolidation, who has otherwise complied with subsection (d) of this section
104-22	and who has neither voted in favor of the merger or consolidation nor consented thereto in writing
104-23	pursuant to section 7A-9-18 of this title shall be entitled to an appraisal by the superior court of
104-24	the fair value of the stockholder's shares of stock under the circumstances described in
104-25	subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a
104-26	holder of record of stock in a stock corporation and also a member of record of a nonstock
104-27	corporation; the words "stock" and "share" mean and include what is ordinarily meant by those
104-28	words and also membership or membership interest of a member of a nonstock corporation; and
104-29	the words "depository receipt" mean a receipt or other instrument issued by a depository
104-30	representing an interest in one or more shares, or fractions thereof, solely of stock of a
104-31	corporation, which stock is deposited with the depository.
104-32	(b) Appraisal rights shall be available for the shares of any class or series of stock of a
104-33	constituent corporation in a merger or consolidation to be effected pursuant to section 7A-9-1
104-34	(other than a merger effected pursuant to subsection 7A-9-1(g) of this title), 7A-9-2, 7A-9-4, 7A-
105-1	9-7, 7A-9-8, 7A-9-13 of this title:
105-2	(1) Provided, however, that no appraisal rights under this section shall be available for the
105-3	shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the
105-4	record date fixed to determine the stockholders entitled to receive notice of and to vote at the
105-5	meeting of stockholders to act upon the agreement of merger or consolidation, were either: (i)
105-6	listed on a national securities exchange; or (ii) held of record by more than two thousand (2,000)
105-7	holders; and further provided that no appraisal rights shall be available for any shares of stock of
105-8	the constituent corporation surviving a merger if the merger did not require for its approval the
105-9	vote of the stockholders of the surviving corporation as provided in subsection (f) of section 7A-
105-10	9-1 of this title.
105-11	(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section
105-12	shall be available for the shares of any class or series of stock of a constituent corporation if the
105-13	holders thereof are required by the terms of an agreement of merger or consolidation pursuant to
105-14	sections 7A-9-1, 7A-9-2, 7A-9-4, 7A-9-7, 7A-9-8, 7A-9-13 or 7A-9-14 of this title to accept for
105-15	such stock anything except:
105-16	(i) Shares of stock of the corporation surviving or resulting from such merger or
105-17	consolidation, or depository receipts in respect thereof;
105-18	(ii) Shares of stock of any other corporation, or depository receipts in respect thereof,
105-19	which shares of stock (or depository receipts in respect thereof) or depository receipts at the
105-20	effective date of the merger or consolidation will be either listed on a national securities exchange
105-21	or held of record by more than two thousand (2,000) holders;
105-22	(iii) Cash in lieu of fractional shares or fractional depository receipts described in the
105-23	foregoing subparagraphs (i). and (ii). of this paragraph; or
105-24	(iv) Any combination of the shares of stock, depository receipts and cash in lieu of
105-25	fractional shares or fractional depository receipts described in the foregoing subparagraphs (i).,
105-26	(ii). and (iii). of this paragraph.
105-27	(3) In the event all of the stock of a subsidiary Rhode Island corporation party to a merger
105-28	effected under section 7A-9-3 of this title is not owned by the parent corporation immediately
105-29	prior to the merger, appraisal rights shall be available for the shares of the subsidiary Rhode
105-30	Island corporation.
105-31	(c) Any corporation may provide in its certificate of incorporation that appraisal rights
105-32	under this section shall be available for the shares of any class or series of its stock as a result of
105-33	an amendment to its certificate of incorporation, any merger or consolidation in which the
105-34	corporation is a constituent corporation or the sale of all or substantially all of the assets of the
106-1	corporation. If the certificate of incorporation contains such a provision, the procedures of this
106-2	section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as
106-3	is practicable.
106-4	(d) Appraisal rights shall be perfected as follows:
106-5	(1) If a proposed merger or consolidation for which appraisal rights are provided under
106-6	this section is to be submitted for approval at a meeting of stockholders, the corporation, not less
106-7	than twenty (20) days prior to the meeting, shall notify each of its stockholders who was such on
106-8	the record date for such meeting with respect to shares for which appraisal rights are available
106-9	pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the
106-10	shares of the constituent corporations, and shall include in such notice a copy of this section. Each
106-11	stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the
106-12	corporation, before the taking of the vote on the merger or consolidation, a written demand for
106-13	appraisal of such stockholder's shares. Such demand will be sufficient if it reasonably informs the
106-14	corporation of the identity of the stockholder and that the stockholder intends thereby to demand
106-15	the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation
106-16	shall not constitute such a demand. A stockholder electing to take such action must do so by a
106-17	separate written demand as herein provided. Within ten (10) days after the effective date of such
106-18	merger or consolidation, the surviving or resulting corporation shall notify each stockholder of
106-19	each constituent corporation who has complied with this subsection and has not voted in favor of
106-20	or consented to the merger or consolidation of the date that the merger or consolidation has
106-21	become effective; or
106-22	(2) If the merger or consolidation was approved pursuant to section 7A-7-18 or section
106-23	7A-9-3 of this title, then either a constituent corporation before the effective date of the merger or
106-24	consolidation or the surviving or resulting corporation within ten (10) days thereafter shall notify
106-25	each of the holders of any class or series of stock of such constituent corporation who are entitled
106-26	to appraisal rights of the approval of the merger or consolidation and that appraisal rights are
106-27	available for any or all shares of such class or series of stock of such constituent corporation, and
106-28	shall include in such notice a copy of this section. Such notice may, and, if given on or after the
106-29	effective date of the merger or consolidation, shall, also notify such stockholders of the effective
106-30	date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within
106-31	twenty (20) days after the date of mailing of such notice, demand in writing from the surviving or
106-32	resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it
106-33	reasonably informs the corporation of the identity of the stockholder and that the stockholder
106-34	intends thereby to demand the appraisal of such holder's shares. If such notice did not notify
107-1	stockholders of the effective date of the merger or consolidation, either: (i) each such constituent
107-2	corporation shall send a second notice before the effective date of the merger or consolidation
107-3	notifying each of the holders of any class or series of stock of such constituent corporation that
107-4	are entitled to appraisal rights of the effective date of the merger or consolidation; or (ii) the
107-5	surviving or resulting corporation shall send such a second notice to all such holders on or within
107-6	ten (10) days after such effective date; provided, however, that if such second notice is sent more
107-7	than twenty (20) days following the sending of the first notice, such second notice need only be
107-8	sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of
107-9	such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant
107-10	secretary or of the transfer agent of the corporation that is required to give either notice that such
107-11	notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated
107-12	therein. For purposes of determining the stockholders entitled to receive either notice, each
107-13	constituent corporation may fix, in advance, a record date that shall be not more than ten (10)
107-14	days prior to the date the notice is given, provided, that if the notice is given on or after the
107-15	effective date of the merger or consolidation, the record date shall be such effective date. If no
107-16	record date is fixed and the notice is given prior to the effective date, the record date shall be the
107-17	close of business on the day next preceding the day on which the notice is given.
107-18	(e) Within one hundred twenty (120) days after the effective date of the merger or
107-19	consolidation, the surviving or resulting corporation or any stockholder who has complied with
107-20	subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights,
107-21	may commence an appraisal proceeding by filing a petition in the superior court demanding a
107-22	determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at
107-23	any time within sixty (60) days after the effective date of the merger or consolidation, any
107-24	stockholder who has not commenced an appraisal proceeding or joined that proceeding as a
107-25	named party shall have the right to withdraw such stockholder's demand for appraisal and to
107-26	accept the terms offered upon the merger or consolidation. Within one hundred twenty (120) days
107-27	after the effective date of the merger or consolidation, any stockholder who has complied with the
107-28	requirements of subsections (a) and (d) of this section hereof, upon written request, shall be
107-29	entitled to receive from the corporation surviving the merger or resulting from the consolidation a
107-30	statement setting forth the aggregate number of shares not voted in favor of the merger or
107-31	consolidation and with respect to which demands for appraisal have been received and the
107-32	aggregate number of holders of such shares. Such written statement shall be mailed to the
107-33	stockholder within ten (10) days after such stockholder's written request for such a statement is
107-34	received by the surviving or resulting corporation or within ten (10) days after expiration of the
108-1	period for delivery of demands for appraisal under subsection (d) of this section hereof,
108-2	whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial
108-3	owner of shares of such stock held either in a voting trust or by a nominee on behalf of such
108-4	person may, in such person's own name, file a petition or request from the corporation the
108-5	statement described in this subsection.
108-6	(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall
108-7	be made upon the surviving or resulting corporation, which shall within twenty (20) days after
108-8	such service file in the office of the clerk of the superior court in which the petition was filed a
108-9	duly verified list containing the names and addresses of all stockholders who have demanded
108-10	payment for their shares and with whom agreements as to the value of their shares have not been
108-11	reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or
108-12	resulting corporation, the petition shall be accompanied by such a duly verified list. The clerk of
108-13	the superior court, if so ordered by the superior court, shall give notice of the time and place fixed
108-14	for the hearing of such petition by registered or certified mail to the surviving or resulting
108-15	corporation and to the stockholders shown on the list at the addresses therein stated. Such notice
108-16	shall also be given by one or more publications at least one week before the day of the hearing, in
108-17	a newspaper of general circulation published in the county or such publication as the court deems
108-18	advisable. The forms of the notices by mail and by publication shall be approved by the superior
108-19	court, and the costs thereof shall be borne by the surviving or resulting corporation.
108-20	(g) At the hearing on such petition, the court shall determine the stockholders who have
108-21	complied with this section and who have become entitled to appraisal rights. The court may
108-22	require the stockholders who have demanded an appraisal for their shares and who hold stock
108-23	represented by certificates to submit their certificates of stock to the clerk of the superior court
108-24	for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to
108-25	comply with such direction, the court may dismiss the proceedings as to such stockholder.
108-26	(h) After the court determines the stockholders entitled to an appraisal, the appraisal
108-27	proceeding shall be conducted in accordance with the rules of the superior court, including any
108-28	rules specifically governing appraisal proceedings. Through such proceeding the superior court
108-29	shall determine the fair value of the shares exclusive of any element of value arising from the
108-30	accomplishment or expectation of the merger or consolidation, together with interest, if any, to be
108-31	paid upon the amount determined to be the fair value. In determining such fair value, the superior
108-32	court shall take into account all relevant factors. Unless the superior court in its discretion
108-33	determines otherwise for good cause shown, interest from the effective date of the merger
108-34	through the date of payment of the judgment shall be compounded quarterly and shall accrue at
109-1	five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established
109-2	from time to time during the period between the effective date of the merger and the date of
109-3	payment of the judgment. Upon application by the surviving or resulting corporation or by any
109-4	stockholder entitled to participate in the appraisal proceeding, the court may, in its discretion,
109-5	proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to
109-6	an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting
109-7	corporation pursuant to subsection (f) of this section and who has submitted such stockholder's
109-8	certificates of stock to the clerk of the superior court, if such is required, may participate fully in
109-9	all proceedings until it is finally determined that such stockholder is not entitled to appraisal
109-10	rights under this section.
109-11	(i) The court shall direct the payment of the fair value of the shares, together with
109-12	interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto.
109-13	Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock
109-14	forthwith, and the case of holders of shares represented by certificates upon the surrender to the
109-15	corporation of the certificates representing such stock. The court's decree may be enforced as
109-16	other decrees in the superior court may be enforced, whether such surviving or resulting
109-17	corporation be a corporation of this state or of any state.
109-18	(j) The costs of the proceeding may be determined by the superior c court and taxed upon
109-19	the parties as the superior court deems equitable in the circumstances. Upon application of a
109-20	stockholder, the superior court may order all or a portion of the expenses incurred by any
109-21	stockholder in connection with the appraisal proceeding, including, without limitation, reasonable
109-22	attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all
109-23	the shares entitled to an appraisal.
109-24	(k) From and after the effective date of the merger or consolidation, no stockholder who
109-25	has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to
109-26	vote such stock for any purpose or to receive payment of dividends or other distributions on the
109-27	stock (except dividends or other distributions payable to stockholders of record at a date which is
109-28	prior to the effective date of the merger or consolidation); provided, however, that if no petition
109-29	for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such
109-30	stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such
109-31	stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either
109-32	within sixty (60) days after the effective date of the merger or consolidation as provided in
109-33	subsection (e) of this section or thereafter with the written approval of the corporation, then the
109-34	right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal
110-1	proceeding in the superior court shall be dismissed as to any stockholder without the approval of
110-2	the court, and such approval may be conditioned upon such terms as the court deems just;
110-3	provided, however that this provision shall not affect the right of any stockholder who has not
110-4	commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such
110-5	stockholder's demand for appraisal and to accept the terms offered upon the merger or
110-6	consolidation within sixty (60) days after the effective date of the merger or consolidation, as set
110-7	forth in subsection (e) of this section.
110-8	(l) The shares of the surviving or resulting corporation to which the shares of such
110-9	objecting stockholders would have been converted had they assented to the merger or
110-10	consolidation shall have the status of authorized and unissued shares of the surviving or resulting
110-11	corporation.
110-12	7A-9-13. Merger or consolidation of domestic corporations and partnerships. -- (a)
110-13	Any one or more corporations of this state may merge or consolidate with one or more
110-14	partnerships (whether general (including a limited liability partnership) or limited (including a
110-15	limited liability limited partnership)), of this state or of any other state or states of the United
110-16	States, or of the District of Columbia, unless the laws of such other state or states or the District
110-17	of Columbia forbid such merger or consolidation. Such corporation or corporations and such one
110-18	or more partnerships may merge with or into a corporation, which may be any one of such
110-19	corporations, or they may merge with or into a partnership, which may be any one of such
110-20	partnerships, or they may consolidate into a new corporation or partnership formed by the
110-21	consolidation, which shall be a corporation or partnership of this state or any other state of the
110-22	United States, or the District of Columbia, which permits such merger or consolidation, pursuant
110-23	to an agreement of merger or consolidation, as the case may be, complying and approved in
110-24	accordance with this section.
110-25	(b) Each such corporation and partnership shall enter into a written agreement of merger
110-26	or consolidation. The agreement shall state: (1) The terms and conditions of the merger or
110-27	consolidation; (2) the mode of carrying the same into effect; (3) the manner, if any, of converting
110-28	the shares of stock of each such corporation and the partnership interests of each such partnership
110-29	into shares, partnership interests or other securities of the entity surviving or resulting from such
110-30	merger or consolidation or of cancelling some or all of such shares or interests, and if any shares
110-31	of any such corporation or any partnership interests of any such partnership are not to remain
110-32	outstanding, to be converted solely into shares, partnership interests or other securities of the
110-33	entity surviving or resulting from such merger or consolidation or to be cancelled, the cash,
110-34	property, rights or securities of any other corporation or entity which the holders of such shares or
111-1	partnership interests are to receive in exchange for, or upon conversion of such shares or
111-2	partnership interests and the surrender of any certificates evidencing them, which cash, property,
111-3	rights or securities of any other corporation or entity may be in addition to or in lieu of shares,
111-4	partnership interests or other securities of the entity surviving or resulting from such merger or
111-5	consolidation; and (4) such other details or provisions as are deemed desirable, including, without
111-6	limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance
111-7	of fractional shares or interests of the surviving or resulting corporation or partnership. Any of the
111-8	terms of the agreement of merger or consolidation may be made dependent upon facts
111-9	ascertainable outside of such agreement, provided that the manner in which such facts shall
111-10	operate upon the terms of the agreement is clearly and expressly set forth in the agreement of
111-11	merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not
111-12	limited to, the occurrence of any event, including a determination or action by any person or
111-13	body, including the corporation.
111-14	(c) The agreement required by subsection (b) of this section shall be adopted, approved,
111-15	certified, executed and acknowledged by each of the corporations in the same manner as is
111-16	provided in section 7A-9-1 of this title and, in the case of the partnerships, in accordance with
111-17	their partnership agreements and in accordance with the laws of the state under which they are
111-18	formed, as the case may be. If the surviving or resulting entity is a partnership, in addition to any
111-19	other approvals, each stockholder of a merging corporation who will become a general partner of
111-20	the surviving or resulting partnership must approve the agreement of merger or consolidation.
111-21	The agreement shall be filed and shall become effective for all purposes of the laws of this state
111-22	when and as provided in section 7A-9-1 of this title with respect to the merger or consolidation of
111-23	corporations of this state. In lieu of filing the agreement of merger or consolidation, the surviving
111-24	or resulting corporation or partnership may file a certificate of merger or consolidation, executed
111-25	in accordance with section 7A-1-3 of this title, if the surviving or resulting entity is a corporation,
111-26	or by a general partner, if the surviving or resulting entity is a partnership, which states: (1) The
111-27	name and state of domicile of each of the constituent entities; (2) that an agreement of merger or
111-28	consolidation has been approved, adopted, certified, executed and acknowledged by each of the
111-29	constituent entities in accordance with this subsection; (3) the name of the surviving or resulting
111-30	corporation or partnership; (4) in the case of a merger in which a corporation is the surviving
111-31	entity, such amendments or changes in the certificate of incorporation of the surviving
111-32	corporation as are desired to be effected by the merger, or, if no such amendments or changes are
111-33	desired, a statement that the certificate of incorporation of the surviving corporation shall be its
111-34	certificate of incorporation; (5) in the case of a consolidation in which a corporation is the
112-1	resulting entity, that the certificate of incorporation of the resulting corporation shall be as is set
112-2	forth in an attachment to the certificate; (6) that the executed agreement of consolidation or
112-3	merger is on file at an office of the surviving corporation or partnership and the address thereof;
112-4	(7) that a copy of the agreement of consolidation or merger will be furnished by the surviving or
112-5	resulting entity, on request and without cost, to any stockholder of any constituent corporation or
112-6	any partner of any constituent partnership; and (8) the agreement, if any, required by subsection
112-7	(d) of this section.
112-8	(d) If the entity surviving or resulting from the merger or consolidation is to be governed
112-9	by the laws of the District of Columbia or any state other than this state, it shall agree that it may
112-10	be served with process in this state in any proceeding for enforcement of any obligation of any
112-11	constituent corporation or partnership of this state, as well as for enforcement of any obligation of
112-12	the surviving or resulting corporation or partnership arising from the merger or consolidation,
112-13	including any suit or other proceeding to enforce the right of any stockholders as determined in
112-14	appraisal proceedings pursuant to section 7A-9-12 of this title, and shall irrevocably appoint the
112-15	secretary of state as its agent to accept service of process in any such suit or other proceedings
112-16	and shall specify the address to which a copy of such process shall be mailed by the secretary of
112-17	state. In the event of such service upon the secretary of state in accordance with this subsection,
112-18	the secretary of state shall forthwith notify such surviving or resulting corporation or partnership
112-19	thereof by letter, certified mail, return receipt requested, directed to such surviving or resulting
112-20	corporation or partnership at its address so specified, unless such surviving or resulting
112-21	corporation or partnership shall have designated in writing to the secretary of state a different
112-22	address for such purpose, in which case it shall be mailed to the last address so designated. Such
112-23	letter shall enclose a copy of the process and any other papers served on the secretary of state
112-24	pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve
112-25	process and any other papers in duplicate, to notify the secretary of state that service is being
112-26	effected pursuant to this subsection and to pay the secretary of state the sum of fifty dollars
112-27	($50.00) for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if
112-28	the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of
112-29	any such service setting forth the name of the plaintiff and the defendant, the title, docket number
112-30	and nature of the proceeding in which process has been served upon the secretary of state, the fact
112-31	that service has been effected pursuant to this subsection, the return date thereof, and the day and
112-32	hour service was made. The secretary of state shall not be required to retain such information
112-33	longer than five (5) years from receipt of the service of process.
112-34	(e) Sections 7A-9-1(c) (second sentence) and (d)-(f), 7A-9-9, 7A-9-11 and 7A-13-8 of
113-1	this title shall, insofar as they are applicable, apply to mergers or consolidations between
113-2	corporations and partnerships.
113-3	7A-9-14. Merger or consolidation of domestic corporation and limited liability
113-4	company. -- (a) Any one or more corporations of this state may merge or consolidate with one or
113-5	more limited liability companies, of this state or of any other state or states of the United States,
113-6	or of the District of Columbia, unless the laws of such other state or states or the District of
113-7	Columbia forbid such merger or consolidation. Such corporation or corporations and such one or
113-8	more limited liability companies may merge with or into a corporation, which may be any one of
113-9	such corporations, or they may merge with or into a limited liability company, which may be any
113-10	one of such limited liability companies, or they may consolidate into a new corporation or limited
113-11	liability company formed by the consolidation, which shall be a corporation or limited liability
113-12	company of this state or any other state of the United States, or the District of Columbia, which
113-13	permits such merger or consolidation, pursuant to an agreement of merger or consolidation, as the
113-14	case may be, complying and approved in accordance with this section.
113-15	(b) Each such corporation and limited liability company shall enter into a written
113-16	agreement of merger or consolidation. The agreement shall state:
113-17	(1) The terms and conditions of the merger or consolidation;
113-18	(2) The mode of carrying the same into effect;
113-19	(3) The manner, if any, of converting the shares of stock of each such corporation and the
113-20	limited liability company interests of each such limited liability company into shares, limited
113-21	liability company interests or other securities of the entity surviving or resulting from such
113-22	merger or consolidation or of cancelling some or all of such shares or interests, and if any shares
113-23	of any such corporation or any limited liability company interests of any such limited liability
113-24	company are not to remain outstanding, to be converted solely into shares, limited liability
113-25	company interests or other securities of the entity surviving or resulting from such merger or
113-26	consolidation or to be cancelled, the cash, property, rights or securities of any other corporation or
113-27	entity which the holders of such shares or limited liability company interests are to receive in
113-28	exchange for, or upon conversion of such shares or limited liability company interests and the
113-29	surrender of any certificates evidencing them, which cash, property, rights or securities of any
113-30	other corporation or entity may be in addition to or in lieu of shares, limited liability company
113-31	interests or other securities of the entity surviving or resulting from such merger or consolidation;
113-32	and
113-33	(4) Such other details or provisions as are deemed desirable, including, without limiting
113-34	the generality of the foregoing, a provision for the payment of cash in lieu of the issuance of
114-1	fractional shares or interests of the surviving or resulting corporation or limited liability company.
114-2	Any of the terms of the agreement of merger or consolidation may be made dependent upon facts
114-3	ascertainable outside of such agreement, provided that the manner in which such facts shall
114-4	operate upon the terms of the agreement is clearly and expressly set forth in the agreement of
114-5	merger or consolidation. The term "facts," as used in the preceding sentence, includes, but is not
114-6	limited to, the occurrence of any event, including a determination or action by any person or
114-7	body, including the corporation.
114-8	(c) The agreement required by subsection (b) shall be adopted, approved, certified,
114-9	executed and acknowledged by each of the corporations in the same manner as is provided in
114-10	section 7A-9-1 of this title and, in the case of the limited liability companies, in accordance with
114-11	their limited liability company agreements and in accordance with the laws of the state under
114-12	which they are formed, as the case may be. The agreement shall be filed and shall become
114-13	effective for all purposes of the laws of this state when and as provided in section 7A-9-1 of this
114-14	title with respect to the merger or consolidation of corporations of this state. In lieu of filing the
114-15	agreement of merger or consolidation, the surviving or resulting corporation or limited liability
114-16	company may file a certificate of merger or consolidation, executed in accordance with section
114-17	7A-1-3 of this title, if the surviving or resulting entity is a corporation, or by an authorized
114-18	person, if the surviving or resulting entity is a limited liability company, which states:
114-19	(1) The name and state of domicile of each of the constituent entities;
114-20	(2) That an agreement of merger or consolidation has been approved, adopted, certified,
114-21	executed and acknowledged by each of the constituent entities in accordance with this subsection;
114-22	(3) The name of the surviving or resulting corporation or limited liability company;
114-23	(4) In the case of a merger in which a corporation is the surviving entity, such
114-24	amendments or changes in the certificate of incorporation of the surviving corporation as are
114-25	desired to be effected by the merger, or, if no such amendments or changes are desired, a
114-26	statement that the certificate of incorporation of the surviving corporation shall be its certificate
114-27	of incorporation;
114-28	(5) In the case of a consolidation in which a corporation is the resulting entity, that the
114-29	certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to
114-30	the certificate;
114-31	(6) That the executed agreement of consolidation or merger is on file at an office of the
114-32	surviving corporation or limited liability company and the address thereof;
114-33	(7) That a copy of the agreement of consolidation or merger will be furnished by the
114-34	surviving or resulting entity, on request and without cost, to any stockholder of any constituent
115-1	corporation or any member of any constituent limited liability company; and
115-2	(8) The agreement, if any, required by subsection (d) of this section.
115-3	(d) If the entity surviving or resulting from the merger or consolidation is to be governed
115-4	by the laws of the District of Columbia or any state other than this state, it shall agree that it may
115-5	be served with process in this state in any proceeding for enforcement of any obligation of any
115-6	constituent corporation or limited liability company of this state, as well as for enforcement of
115-7	any obligation of the surviving or resulting corporation or limited liability company arising from
115-8	the merger or consolidation, including any suit or other proceeding to enforce the right of any
115-9	stockholders as determined in appraisal proceedings pursuant to the provisions of section 7A-9-12
115-10	of this title, and shall irrevocably appoint the secretary of state as its agent to accept service of
115-11	process in any such suit or other proceedings and shall specify the address to which a copy of
115-12	such process shall be mailed by the secretary of state. In the event of such service upon the
115-13	secretary of state in accordance with this subsection, the secretary of state shall forthwith notify
115-14	such surviving or resulting corporation or limited liability company thereof by letter, certified
115-15	mail, return receipt requested, directed to such surviving or resulting corporation or limited
115-16	liability company at its address so specified, unless such surviving or resulting corporation or
115-17	limited liability company shall have designated in writing to the secretary of state a different
115-18	address for such purpose, in which case it shall be mailed to the last address so designated. Such
115-19	letter shall enclose a copy of the process and any other papers served on the secretary of state
115-20	pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve
115-21	process and any other papers in duplicate, to notify the secretary of state that service is being
115-22	effected pursuant to this subsection and to pay the secretary of state the sum of fifty dollars
115-23	($50.00) for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if
115-24	the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of
115-25	any such service setting forth the name of the plaintiff and the defendant, the title, docket number
115-26	and nature of the proceeding in which process has been served upon the secretary of state, the fact
115-27	that service has been effected pursuant to this subsection, the return date thereof, and the day and
115-28	hour service was made. The secretary of state shall not be required to retain such information
115-29	longer than 5 years from receipt of the service of process.
115-30	(e) Sections 7A-9-1(c) (second sentence) and (d)-(f), sections 7A-9-9, 7A-9-11 and 7A-
115-31	13-8 of this title shall, insofar as they are applicable, apply to mergers or consolidations between
115-32	corporations and limited liability companies.
115-33	7A-9-15. Conversion of other entities to a domestic corporation. -- (a) As used in this
115-34	section, the term "other entity" means a limited liability company, statutory trust, business trust or
116-1	association, real estate investment trust, common-law trust or any other unincorporated business
116-2	including a partnership (whether general (including a limited liability partnership) or limited
116-3	(including a limited liability limited partnership)), or a foreign corporation.
116-4	(b) Any other entity may convert to a corporation of this state by complying with
116-5	subsection (h) of this section and filing in the office of the secretary of state:
116-6	(1) A certificate of conversion to corporation that has been executed in accordance with
116-7	subsection (i) of this section and filed in accordance with section 7A-1-3 of this title; and
116-8	(2) A certificate of incorporation that has been executed, acknowledged and filed in
116-9	accordance with section 7A-1-3 of this title.
116-10	(c) The certificate of conversion to corporation shall state:
116-11	(1) The date on which and jurisdiction where the other entity was first created,
116-12	incorporated, formed or otherwise came into being and, if it has changed, its jurisdiction
116-13	immediately prior to its conversion to a domestic corporation;
116-14	(2) The name of the other entity immediately prior to the filing of the certificate of
116-15	conversion to corporation; and
116-16	(3) The name of the corporation as set forth in its certificate of incorporation filed in
116-17	accordance with subsection (b) of this section.
116-18	(d) Upon the effective time of the certificate of conversion to corporation and the
116-19	certificate of incorporation, the other entity shall be converted to a corporation of this state and
116-20	the corporation shall thereafter be subject to all of the provisions of this title, except that
116-21	notwithstanding section 7A-1-6 of this title, the existence of the corporation shall be deemed to
116-22	have commenced on the date the other entity commenced its existence in the jurisdiction in which
116-23	the other entity was first created, formed, incorporated or otherwise came into being.
116-24	(e) The conversion of any other entity to a corporation of this state shall not be deemed to
116-25	affect any obligations or liabilities of the other entity incurred prior to its conversion to a
116-26	corporation of this state or the personal liability of any person incurred prior to such conversion.
116-27	(f) When an other entity has been converted to a corporation of this state pursuant to this
116-28	section, the corporation of this state shall, for all purposes of the laws of the state of Rhode
116-29	Island, be deemed to be the same entity as the converting other entity. When any conversion shall
116-30	have become effective under this section, for all purposes of the laws of the state of Rhode Island,
116-31	all of the rights, privileges and powers of the other entity that has converted, and all property,
116-32	real, personal and mixed, and all debts due to such other entity, as well as all other things and
116-33	causes of action belonging to such other entity, shall remain vested in the domestic corporation to
116-34	which such other entity has converted and shall be the property of such domestic corporation and
117-1	the title to any real property vested by deed or otherwise in such other entity shall not revert or be
117-2	in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any
117-3	property of such other entity shall be preserved unimpaired, and all debts, liabilities and duties of
117-4	the other entity that has converted shall remain attached to the corporation of this State to which
117-5	such other entity has converted, and may be enforced against it to the same extent as if said debts,
117-6	liabilities and duties had originally been incurred or contracted by it in its capacity as a
117-7	corporation of this state. The rights, privileges, powers and interests in property of the other
117-8	entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a
117-9	consequence of the conversion, to have been transferred to the domestic corporation to which
117-10	such other entity has converted for any purpose of the laws of the state of Rhode Island.
117-11	(g) Unless otherwise agreed for all purposes of the laws of the state of Rhode Island or as
117-12	required under applicable non-Rhode Island law, the converting other entity shall not be required
117-13	to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be
117-14	deemed to constitute a dissolution of such other entity and shall constitute a continuation of the
117-15	existence of the converting other entity in the form of a corporation of this state.
117-16	(h) Prior to filing a certificate of conversion to corporation with the office of the secretary
117-17	of state, the conversion shall be approved in the manner provided for by the document,
117-18	instrument, agreement or other writing, as the case may be, governing the internal affairs of the
117-19	other entity and the conduct of its business or by applicable law, as appropriate, and a certificate
117-20	of incorporation shall be approved by the same authorization required to approve the conversion.
117-21	(i) The certificate of conversion to corporation shall be signed by any person who is
117-22	authorized to sign the certificate of conversion to corporation on behalf of the other entity.
117-23	(j) In connection with a conversion hereunder, rights or securities of, or interests in, the
117-24	other entity which is to be converted to a corporation of this state may be exchanged for or
117-25	converted into cash, property, or shares of stock, rights or securities of such corporation of this
117-26	state or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property,
117-27	or shares of stock, rights or securities of or interests in another domestic corporation or other
117-28	entity or may be cancelled.
117-29	7A-9-16 . Conversion of a domestic corporation to other entities. -- (a) A corporation
117-30	of this state may, upon the authorization of such conversion in accordance with this section,
117-31	convert to a limited liability company, statutory trust, business trust or association, real estate
117-32	investment trust, common-law trust or any other unincorporated business including a partnership
117-33	(whether general (including a limited liability partnership) or limited (including a limited liability
117-34	limited partnership)) or a foreign corporation.
118-1	(b) The board of directors of the corporation which desires to convert under this section
118-2	shall adopt a resolution approving such conversion, specifying the type of entity into which the
118-3	corporation shall be converted and recommending the approval of such conversion by the
118-4	stockholders of the corporation. Such resolution shall be submitted to the stockholders of the
118-5	corporation at an annual or special meeting. Due notice of the time, and purpose of the meeting
118-6	shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at the
118-7	address of the stockholder as it appears on the records of the corporation, at least twenty (20) days
118-8	prior to the date of the meeting. At the meeting, the resolution shall be considered and a vote
118-9	taken for its adoption or rejection. If all outstanding shares of stock of the corporation, whether
118-10	voting or nonvoting, shall be voted for the adoption of the resolution, the conversion shall be
118-11	authorized.
118-12	(c) If a corporation shall convert in accordance with this section to another entity
118-13	organized, formed or created under the laws of a jurisdiction other than the state of Rhode Island,
118-14	the corporation shall file with the secretary of state a certificate of conversion executed in
118-15	accordance with section 7A-1-3, which certifies:
118-16	(1) The name of the corporation, and if it has been changed, the name under which it was
118-17	originally incorporated;
118-18	(2) The date of filing of its original certificate of incorporation with the secretary of state;
118-19	(3) The name and jurisdiction of the entity to which the corporation shall be converted;
118-20	(4) That the conversion has been approved in accordance with the provisions of this
118-21	section;
118-22	(5) The agreement of the corporation that it may be served with process in the state of
118-23	Rhode Island in any action, suit or proceeding for enforcement of any obligation of the
118-24	corporation arising while it was a corporation of this state, and that it irrevocably appoints the
118-25	secretary of state as its agent to accept service of process in any such action, suit or proceeding;
118-26	and
118-27	(6) The address to which a copy of the process referred to in subsection (c)(5) of this
118-28	section shall be mailed to it by the secretary of state. In the event of such service upon the
118-29	secretary of state in accordance with subsection (c)(5) of this section, the secretary of state shall
118-30	forthwith notify such corporation that has converted out of the state of Rhode Island by letter,
118-31	certified mail, return receipt requested, directed to such corporation that has converted out of the
118-32	state of Rhode Island at the address so specified, unless such corporation shall have designated in
118-33	writing to the secretary of state a different address for such purpose, in which case it shall be
118-34	mailed to the last address designated. Such letter shall enclose a copy of the process and any other
119-1	papers served on the secretary of state pursuant to this subsection. It shall be the duty of the
119-2	plaintiff in the event of such service to serve process and any other papers in duplicate, to notify
119-3	the secretary of state that service is being effected pursuant to this subsection and to pay the
119-4	secretary of state the sum of fifty dollars ($50.00) for the use of the state, which sum shall be
119-5	taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of
119-6	state shall maintain an alphabetical record of any such service setting forth the name of the
119-7	plaintiff and the defendant, the title, docket number and nature of the proceeding in which process
119-8	has been served, the fact that service has been effected pursuant to this subsection, the return date
119-9	thereof, and the day and hour service was made. The secretary of state shall not be required to
119-10	retain such information longer than five (5) years from receipt of the service of process.
119-11	(d) Upon the filing in the office of the secretary of state of a certificate of conversion to
119-12	non-Rhode Island entity in accordance with subsection (c) of this section or upon the future
119-13	effective date or time of the certificate of conversion to non-Rhode Island entity and payment to
119-14	the secretary of state of all fees prescribed under this title, the secretary of state shall certify that
119-15	the corporation has filed all documents and paid all fees required by this title, and thereupon the
119-16	corporation shall cease to exist as a corporation of this state at the time the certificate of
119-17	conversion becomes effective in accordance with section 7A-1-3 of this title. Such certificate of
119-18	the secretary of state shall be prima facie evidence of the conversion by such corporation out of
119-19	the state of Rhode Island.
119-20	(e) The conversion of a corporation out of the state of Rhode Island in accordance with
119-21	this section and the resulting cessation of its existence as a corporation of this state pursuant to a
119-22	certificate of conversion to non-Rhode Island entity shall not be deemed to affect any obligations
119-23	or liabilities of the corporation incurred prior to such conversion or the personal liability of any
119-24	person incurred prior to such conversion, nor shall it be deemed to affect the choice of law
119-25	applicable to the corporation with respect to matters arising prior to such conversion.
119-26	(f) Unless otherwise provided in a resolution of conversion adopted in accordance with
119-27	this section, the converting corporation shall not be required to wind up its affairs or pay its
119-28	liabilities and distribute its assets, and the conversion shall not constitute a dissolution of such
119-29	corporation.
119-30	(g) In connection with a conversion of a domestic corporation to another entity pursuant
119-31	to this section, shares of stock, of the corporation of this state which is to be converted may be
119-32	exchanged for or converted into cash, property, rights or securities of, or interests in, the entity to
119-33	which the corporation of this state is being converted or, in addition to or in lieu thereof, may be
119-34	exchanged for or converted into cash, property, shares of stock, rights or securities of, or interests
120-1	in, another domestic corporation or other entity or may be cancelled.
120-2	(h) When a corporation has been converted to another entity or business form pursuant to
120-3	this section, the other entity or business form shall, for all purposes of the laws of the state of
120-4	Rhode Island, be deemed to be the same entity as the corporation. When any conversion shall
120-5	have become effective under this section, for all purposes of the laws of the state of Rhode Island,
120-6	all of the rights, privileges and powers of the corporation that has converted, and all property,
120-7	real, personal and mixed, and all debts due to such corporation, as well as all other things and
120-8	causes of action belonging to such corporation, shall remain vested in the other entity or business
120-9	form to which such corporation has converted and shall be the property of such other entity or
120-10	business form, and the title to any real property vested by deed or otherwise in such corporation
120-11	shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and
120-12	all liens upon any property of such corporation shall be preserved unimpaired, and all debts,
120-13	liabilities and duties of the corporation that has converted shall remain attached to the other entity
120-14	or business form to which such corporation has converted, and may be enforced against it to the
120-15	same extent as if said debts, liabilities and duties had originally been incurred or contracted by it
120-16	in its capacity as such other entity or business form. The rights, privileges, powers and interest in
120-17	property of the corporation that has converted, as well as the debts, liabilities and duties of such
120-18	corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to
120-19	the other entity or business form to which such corporation has converted for any purpose of the
120-20	laws of the state of Rhode Island.
120-21	No vote of stockholders of a corporation shall be necessary to authorize a conversion if
120-22	no shares of the stock of such corporation shall have been issued prior to the adoption by the
120-23	board of directors of the resolution approving the conversion.
120-24	CHAPTER 10. SALE OF ASSETS, DISSOLUTION AND WINDING UP
120-25	7A-10-1. Sale, lease or exchange of assets – Consideration -- Procedure. -- (a) Every
120-26	corporation may at any meeting of its board of directors or governing body sell, lease or exchange
120-27	all or substantially all of its property and assets, including its goodwill and its corporate
120-28	franchises, upon such terms and conditions and for such consideration, which may consist in
120-29	whole or in part of money or other property, including shares of stock in, and/or other securities
120-30	of, any other corporation or corporations, as its board of directors or governing body deems
120-31	expedient and for the best interests of the corporation, when and as authorized by a resolution
120-32	adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote
120-33	thereon or, if the corporation is a nonstock corporation, by a majority of the members having the
120-34	right to vote for the election of the members of the governing body, at a meeting duly called upon
121-1	at least twenty (20) days' notice. The notice of the meeting shall state that such a resolution will
121-2	be considered.
121-3	(b) Notwithstanding authorization or consent to a proposed sale, lease or exchange of a
121-4	corporation's property and assets by the stockholders or members, the board of directors or
121-5	governing body may abandon such proposed sale, lease or exchange without further action by the
121-6	stockholders or members, subject to the rights, if any, of third parties under any contract relating
121-7	thereto.
121-8	(c) For purposes of this section only, the property and assets of the corporation include
121-9	the property and assets of any subsidiary of the corporation. As used in this subsection,
121-10	"subsidiary" means any entity wholly-owned and controlled, directly or indirectly, by the
121-11	corporation and includes, without limitation, corporations, partnerships, limited partnerships,
121-12	limited liability partnerships, limited liability companies, and/or statutory trusts. Notwithstanding
121-13	subsection (a) of this section, except to the extent the certificate of incorporation otherwise
121-14	provides, no resolution by stockholders or members shall be required for a sale, lease or exchange
121-15	of property and assets of the corporation to a subsidiary.
121-16	7A-10-2. Mortgage or pledge of assets. -- The authorization or consent of stockholders
121-17	to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to
121-18	the extent that the certificate of incorporation otherwise provides.
121-19	7A-10-3. Dissolution of joint venture corporation having 2 stockholders. -- (a) If the
121-20	stockholders of a corporation of this state, having only two (2) stockholders each of which own
121-21	fifty percent (50%) of the stock therein, shall be engaged in the prosecution of a joint venture and
121-22	if such stockholders shall be unable to agree upon the desirability of discontinuing such joint
121-23	venture and disposing of the assets used in such venture, either stockholder may, unless otherwise
121-24	provided in the certificate of incorporation of the corporation or in a written agreement between
121-25	the stockholders, file with the superior court a petition stating that it desires to discontinue such
121-26	joint venture and to dispose of the assets used in such venture in accordance with a plan to be
121-27	agreed upon by both stockholders or that, if no such plan shall be agreed upon by both
121-28	stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the
121-29	proposed plan of discontinuance and distribution and a certificate stating that copies of such
121-30	petition and plan have been transmitted in writing to the other stockholder and to the directors and
121-31	officers of such corporation. The petition and certificate shall be executed and acknowledged in
121-32	accordance with section 7A-1-3 of this title.
121-33	(b) Unless both stockholders file with the superior court: (1) within three (3) months of
121-34	the date of the filing of such petition, a certificate similarly executed and acknowledged stating
122-1	that they have agreed on such plan, or a modification thereof; and (2) within one year from the
122-2	date of the filing of such petition, a certificate similarly executed and acknowledged stating that
122-3	the distribution provided by such plan had been completed, the superior court may dissolve such
122-4	corporation and may, by appointment of one or more trustees or receivers with all the powers and
122-5	title of a trustee or receiver appointed under section 7A-10-9 of this title, administer and wind up
122-6	its affairs. Either or both of the above periods may be extended by agreement of the stockholders,
122-7	evidenced by a certificate similarly executed, acknowledged and filed with the superior court
122-8	prior to the expiration of such period
122-9	7A-10-4. Dissolution before issuance of shares or beginning of business -- Procedure.
122-10	-- If a corporation has not issued shares or has not commenced the business for which the
122-11	corporation was organized, a majority of the incorporators, or, if directors were named in the
122-12	certificate of incorporation or have been elected, a majority of the directors, may surrender all of
122-13	the corporation's rights and franchises by filing in the office of the secretary of state a certificate,
122-14	executed and acknowledged by a majority of the incorporators or directors, stating that no shares
122-15	of stock have been issued or that the business or activity for which the corporation was organized
122-16	has not been begun; that no part of the capital of the corporation has been paid, or, if some capital
122-17	has been paid, that the amount actually paid in for the corporation's shares, less any part thereof
122-18	disbursed for necessary expenses, has been returned to those entitled thereto; that if the
122-19	corporation has begun business but it has not issued shares, all debts of the corporation have been
122-20	paid; that if the corporation has not begun business but has issued stock certificates, all issued
122-21	stock certificates, if any, have been surrendered and cancelled; and that all rights and franchises
122-22	of the corporation are surrendered. Upon such certificate becoming effective in accordance with
122-23	section 7A-1-3 of this title, the corporation shall be dissolved.
122-24	7A-10-5. Dissolution generally -- Procedure. -- (a) If it should be deemed advisable in
122-25	the judgment of the board of directors of any corporation that it should be dissolved, the board,
122-26	after the adoption of a resolution to that effect by a majority of the whole board at any meeting
122-27	called for that purpose, shall cause notice to be mailed to each stockholder entitled to vote thereon
122-28	of the adoption of the resolution and of a meeting of stockholders to take action upon the
122-29	resolution.
122-30	(b) At the meeting, a vote shall be taken upon the proposed dissolution. If a majority of
122-31	the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed
122-32	dissolution, a certification of dissolution shall be filed with the secretary of state pursuant to
122-33	subsection (d) of this section.
122-34	(c) Dissolution of a corporation may also be authorized without action of the directors if
123-1	all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution
123-2	shall be filed with the secretary of state pursuant to subsection (d) of this section.
123-3	(d) If dissolution is authorized in accordance with this section, a certificate of dissolution
123-4	shall be executed, acknowledged and filed, and shall become effective, in accordance with section
123-5	7A-1-3 of this title. Such certificate of dissolution shall set forth:
123-6	(1) The name of the corporation;
123-7	(2) The date dissolution was authorized;
123-8	(3) That the dissolution has been authorized by the board of directors and stockholders of
123-9	the corporation, in accordance with subsections (a) and (b) of this section, or that the dissolution
123-10	has been authorized by all of the stockholders of the corporation entitled to vote on a dissolution,
123-11	in accordance with subsection (c) of this section; and
123-12	(4) The names and addresses of the directors and officers of the corporation.
123-13	(e) The resolution authorizing a proposed dissolution may provide that notwithstanding
123-14	authorization or consent to the proposed dissolution by the stockholders, or the members of a
123-15	nonstock corporation pursuant to section 7A-10-6 of this title, the board of directors or governing
123-16	body may abandon such proposed dissolution without further action by the stockholders or
123-17	members.
123-18	(f) Upon a certificate of dissolution becoming effective in accordance with section 7A-1-
123-19	3 of this title, the corporation shall be dissolved.
123-20	7A-10-6. Dissolution of nonstock corporation -- Procedure. -- (a) Whenever it shall be
123-21	desired to dissolve any corporation having no capital stock, the governing body shall perform all
123-22	the acts necessary for dissolution which are required by section 7A-10-5 of this title to be
123-23	performed by the board of directors of a corporation having capital stock. If the members of a
123-24	corporation having no capital stock are entitled to vote for the election of members of its
123-25	governing body, they shall perform all the acts necessary for dissolution which are required by
123-26	section 7A-10-5 of this title to be performed by the stockholders of a corporation having capital
123-27	stock. If there is no member entitled to vote thereon, the dissolution of the corporation shall be
123-28	authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by
123-29	the vote of a majority of members of its governing body then in office. In all other respects, the
123-30	method and proceedings for the dissolution of a corporation having no capital stock shall conform
123-31	as nearly as may be to the proceedings prescribed by section 7A-10-5 of this title for the
123-32	dissolution of corporations having capital stock.
123-33	(b) If a corporation having no capital stock has not commenced the business for which
123-34	the corporation was organized, a majority of the governing body or, if none, a majority of the
124-1	incorporators may surrender all of the corporation rights and franchises by filing in the office of
124-2	the secretary of state a certificate, executed and acknowledged by a majority of the incorporators
124-3	or governing body, conforming as nearly as may be to the certificate prescribed by section 7A-10-
124-4	4 of this title.
124-5	7A-10-7. Payment of franchise taxes before dissolution or merger. -- No corporation
124-6	shall be dissolved or merged under this chapter until all franchise taxes due to or assessable by
124-7	the State including all franchise taxes due or which would be due or assessable for the entire
124-8	calendar month during which the dissolution or merger becomes effective have been paid by the
124-9	corporation.
124-10	7A-10-8. Continuation of corporation after dissolution for purposes of suit and
124-11	winding up affairs. -- All corporations, whether they expire by their own limitation or are
124-12	otherwise dissolved, shall nevertheless be continued, for the term of three (3) years from such
124-13	expiration or dissolution or for such longer period as the superior court shall in its discretion
124-14	direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil,
124-15	criminal or administrative, by or against them, and of enabling them gradually to settle and close
124-16	their business, to dispose of and convey their property, to discharge their liabilities and to
124-17	distribute to their stockholders any remaining assets, but not for the purpose of continuing the
124-18	business for which the corporation was organized. With respect to any action, suit or proceeding
124-19	begun by or against the corporation either prior to or within three (3) years after the date of its
124-20	expiration or dissolution, the action shall not abate by reason of the dissolution of the corporation;
124-21	the corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a
124-22	body corporate beyond the three (3) year period and until any judgments, orders or decrees
124-23	therein shall be fully executed, without the necessity for any special direction to that effect by the
124-24	superior court.
124-25	7A-10-9. Trustees or receivers for dissolved corporations – Appointment – Powers --
124-26	Duties. -- When any corporation organized under this chapter shall be dissolved in any manner
124-27	whatever, the superior court, on application of any creditor, stockholder or director of the
124-28	corporation, or any other person who shows good cause therefor, at any time, may either appoint
124-29	one or more of the directors of the corporation to be trustees, or appoint one or more persons to be
124-30	receivers, of and for the corporation, to take charge of the corporation's property, and to collect
124-31	the debts and property due and belonging to the corporation, with power to prosecute and defend,
124-32	in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the
124-33	purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which
124-34	might be done by the corporation, if in being, that may be necessary for the final settlement of the
125-1	unfinished business of the corporation. The powers of the trustees or receivers may be continued
125-2	as long as the superior court shall think necessary for the purposes aforesaid
125-3	7A-10-10. Notice to claimants -- Filing of claims. -- (a)(1) After a corporation has been
125-4	dissolved in accordance with the procedures set forth in this chapter, the corporation or any
125-5	successor entity may give notice of the dissolution, requiring all persons having a claim against
125-6	the corporation other than a claim against the corporation in a pending action, suit or proceeding
125-7	to which the corporation is a party to present their claims against the corporation in accordance
125-8	with such notice. Such notice shall state:
125-9	(i) That all such claims must be presented in writing and must contain sufficient
125-10	information reasonably to inform the corporation or successor entity of the identity of the
125-11	claimant and the substance of the claim;
125-12	(ii) The mailing address to which such a claim must be sent;
125-13	(iii) The date by which such a claim must be received by the corporation or successor
125-14	entity, which date shall be no earlier than sixty (60) days from the date thereof; and
125-15	(iv) That such claim will be barred if not received by the date referred to in subparagraph
125-16	c. of this subsection; and
125-17	(v) That the corporation or a successor entity may make distributions to other claimants
125-18	and the corporation's stockholders or persons interested as having been such without further
125-19	notice to the claimant; and
125-20	(vi) The aggregate amount, on an annual basis, of all distributions made by the
125-21	corporation to its stockholders for each of the three (3) years prior to the date the corporation
125-22	dissolved.
125-23	Such notice shall also be published at least once a week for two (2) consecutive weeks in
125-24	a newspaper of general circulation in the state in which the office of the corporation's last
125-25	registered agent in this state is located and in the corporation's principal place of business and, in
125-26	the case of a corporation having ten million dollars ($10,000,000) or more in total assets at the
125-27	time of its dissolution, at least once in all editions of a daily newspaper with a national
125-28	circulation. On or before the date of the first publication of such notice, the corporation or
125-29	successor entity shall mail a copy of such notice by certified or registered mail, return receipt
125-30	requested, to each known claimant of the corporation including persons with claims asserted
125-31	against the corporation in a pending action, suit or proceeding to which the corporation is a party.
125-32	(2) Any claim against the corporation required to be presented pursuant to this subsection
125-33	is barred if a claimant who was given actual notice under this subsection does not present the
125-34	claim to the dissolved corporation or successor entity by the date referred to in subparagraph (1)c
126-1	of this subsection.
126-2	(3) A corporation or successor entity may reject, in whole or in part, any claim made by a
126-3	claimant pursuant to this subsection by mailing notice of such rejection by certified or registered
126-4	mail, return receipt requested, to the claimant within ninety (90) days after receipt of such claim
126-5	and, in all events, at least one hundred fifty (150) days before the expiration of the period
126-6	described in section 7A-1-8 of this title; provided however, that in the case of a claim filed
126-7	pursuant to section 7A-11-5 of this title against a corporation or successor entity for which a
126-8	receiver or trustee has been appointed by the superior court the time period shall be as provided in
126-9	section 7A-11-6 of this title, and the thirty (30) day appeal period provided for in section 7A-11-
126-10	6 of this title shall be applicable. A notice sent by a corporation or successor entity pursuant to
126-11	this subsection shall state that any claim rejected therein will be barred if an action, suit or
126-12	proceeding with respect to the claim is not commenced within one hundred twenty (120) days of
126-13	the date thereof, and shall be accompanied by a copy of sections 7A-10-8 through 7A-10-13 of
126-14	this title and, in the case of a notice sent by a court-appointed receiver or trustee and as to which a
126-15	claim has been filed pursuant to section 7A-11-5 of this title, copies of sections 7A-11-5 and 7A-
126-16	11-6 of this title.
126-17	(4) A claim against a corporation is barred if a claimant whose claim is rejected pursuant
126-18	to paragraph (3) of this subsection does not commence an action, suit or proceeding with respect
126-19	to the claim no later than one hundred twenty (120) days after the mailing of the rejection notice.
126-20	(b)(1) A corporation or successor entity electing to follow the procedures described in
126-21	subsection (a) of this section shall also give notice of the dissolution of the corporation to persons
126-22	with contractual claims contingent upon the occurrence or nonoccurrence of future events or
126-23	otherwise conditional or unmatured, and request that such persons present such claims in
126-24	accordance with the terms of such notice. Provided however, that as used in this section and in
126-25	section 7A-10-11 of this title, the term "contractual claims" shall not include any implied
126-26	warranty as to any product manufactured, sold, distributed or handled by the dissolved
126-27	corporation. Such notice shall be in substantially the form, and sent and published in the same
126-28	manner, as described in subsection (a)(1) of this section.
126-29	(2) The corporation or successor entity shall offer any claimant on a contract whose claim
126-30	is contingent, conditional or unmatured such security as the corporation or successor entity
126-31	determines is sufficient to provide compensation to the claimant if the claim matures. The
126-32	corporation or successor entity shall mail such offer to the claimant by certified or registered
126-33	mail, return receipt requested, within ninety (90) days of receipt of such claim and, in all events,
126-34	at least one hundred fifty (150) days before the expiration of the period described in section 7A-
127-1	10-8 of this title. If the claimant offered such security does not deliver in writing to the
127-2	corporation or successor entity a notice rejecting the offer within one hundred twenty (120) days
127-3	after receipt of such offer for security, the claimant shall be deemed to have accepted such
127-4	security as the sole source from which to satisfy the claim against the corporation.
127-5	(c)(1) A corporation or successor entity which has given notice in accordance with
127-6	subsection (a) of this section shall petition the superior court to determine the amount and form of
127-7	security that will be reasonably likely to be sufficient to provide compensation for any claim
127-8	against the corporation which is the subject of a pending action, suit or proceeding to which the
127-9	corporation is a party other than a claim barred pursuant to subsection (a) of this section.
127-10	(2) A corporation or successor entity which has given notice in accordance with
127-11	subsections (a) and (b) of this section shall petition the superior court to determine the amount
127-12	and form of security that will be sufficient to provide compensation to any claimant who has
127-13	rejected the offer for security made pursuant to subsection (b)(2) of this section.
127-14	(3) A corporation or successor entity which has given notice in accordance with
127-15	subsection (a) of this section shall petition the superior court to determine the amount and form of
127-16	security which will be reasonably likely to be sufficient to provide compensation for claims that
127-17	have not been made known to the corporation or that have not arisen but that, based on facts
127-18	known to the corporation or successor entity, are likely to arise or to become known to the
127-19	corporation or successor entity within five (5) years after the date of dissolution or such longer
127-20	period of time as the superior court may determine not to exceed ten (10) years after the date of
127-21	dissolution. The superior court may appoint a guardian ad litem in respect of any such proceeding
127-22	brought under this subsection. The reasonable fees and expenses of such guardian, including all
127-23	reasonable expert witness fees, shall be paid by the petitioner in such proceeding.
127-24	(d) The giving of any notice or making of any offer pursuant to this section shall not
127-25	revive any claim then barred or constitute acknowledgment by the corporation or successor entity
127-26	that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver
127-27	of any defense or counterclaim in respect of any claim asserted by any person to whom such
127-28	notice is sent.
127-29	(e) As used in this section, the term "successor entity" shall include any trust,
127-30	receivership or other legal entity governed by the laws of this State to which the remaining assets
127-31	and liabilities of a dissolved corporation are transferred and which exists solely for the purposes
127-32	of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved
127-33	corporation to settle and close the business of the dissolved corporation, to dispose of and convey
127-34	the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation
128-1	and to distribute to the dissolved corporation's stockholders any remaining assets, but not for the
128-2	purpose of continuing the business for which the dissolved corporation was organized.
128-3	(f) The time periods and notice requirements of this section shall, in the case of a
128-4	corporation or successor entity for which a receiver or trustee has been appointed by the superior
128-5	court, be subject to variation by, or in the manner provided in, the rules of the superior court.
128-6	7A-10-11. Payment and distribution to claimants and stockholders. -- (a) A dissolved
128-7	corporation or successor entity which has followed the procedures described in section 7A-10-10
128-8	of this title:
128-9	(1) Shall pay the claims made and not rejected in accordance with section 7A-10-10(a) of
128-10	this title,
128-11	(2) Shall post the security offered and not rejected pursuant to subdivision 7A-10-
128-12	10(b)(2) of this title,
128-13	(3) Shall post any security ordered by the superior court in any proceeding under
128-14	subsection 7A-10-10(c) of this title, and
128-15	(4) Shall pay or make provision for all other claims that are mature, known and
128-16	uncontested or that have been finally determined to be owing by the corporation or such
128-17	successor entity.
128-18	Such claims or obligations shall be paid in full and any such provision for payment shall
128-19	be made in full if there are sufficient assets. If there are insufficient assets, such claims and
128-20	obligations shall be paid or provided for according to their priority, and, among claims of equal
128-21	priority, ratably to the extent of assets legally available therefor. Any remaining assets shall be
128-22	distributed to the stockholders of the dissolved corporation; provided, however, that such
128-23	distribution shall not be made before the expiration of one hundred fifty (150) days from the date
128-24	of the last notice of rejections given pursuant to section 7A-10-10(a)(3) of this title. In the
128-25	absence of actual fraud, the judgment of the directors of the dissolved corporation or the
128-26	governing persons of such successor entity as to the provision made for the payment of all
128-27	obligations under paragraph (4) of this subsection shall be conclusive.
128-28	(b) A dissolved corporation or successor entity which has not followed the procedures
128-29	described in section 7A-10-10 of this title shall, prior to the expiration of the period described in
128-30	section 7A-10-8 of this title, adopt a plan of distribution pursuant to which the dissolved
128-31	corporation or successor entity shall: (1) pay or make reasonable provision to pay all claims and
128-32	obligations, including all contingent, conditional or unmatured contractual claims known to the
128-33	corporation or such successor entity; (2) make such provision as will be reasonably likely to be
128-34	sufficient to provide compensation for any claim against the corporation which is the subject of a
129-1	pending action, suit or proceeding to which the corporation is a party; and (3) make such
129-2	provision as will be reasonably likely to be sufficient to provide compensation for claims that
129-3	have not been made known to the corporation or that have not arisen but that, based on facts
129-4	known to the corporation or successor entity, are likely to arise or to become known to the
129-5	corporation or successor entity within ten (10) years after the date of dissolution. The plan of
129-6	distribution shall provide that such claims shall be paid in full and any such provision for
129-7	payment made shall be made in full if there are sufficient assets. If there are insufficient assets,
129-8	such plan shall provide that such claims and obligations shall be paid or provided for according to
129-9	their priority and, among claims of equal priority, ratably to the extent of assets legally available
129-10	therefor. Any remaining assets shall be distributed to the stockholders of the dissolved
129-11	corporation.
129-12	(c) Directors of a dissolved corporation or governing persons of a successor entity which
129-13	has complied with subsection (a) or (b) of this section shall not be personally liable to the
129-14	claimants of the dissolved corporation.
129-15	(d) As used in this section, the term "successor entity" has the meaning set forth in
129-16	subsection 7A-10-10(e) of this title.
129-17	(e) The term "priority," as used in this section, does not refer either to the order of
129-18	payments set forth in subsection (a)(1)-(4) of this section or to the relative times at which any
129-19	claims mature or are reduced to judgment.
129-20	7A-10-12. Liability of stockholders of dissolved corporations. -- (a) A stockholder of a
129-21	dissolved corporation the assets of which were distributed pursuant to section 7A-10-11(a) or (b)
129-22	of this title shall not be liable for any claim against the corporation in an amount in excess of such
129-23	stockholder's pro rata share of the claim or the amount so distributed to such stockholder,
129-24	whichever is less.
129-25	(b) A stockholder of a dissolved corporation the assets of which were distributed pursuant
129-26	to subsection 7A-10-11(a) of this title shall not be liable for any claim against the corporation on
129-27	which an action, suit or proceeding is not begun prior to the expiration of the period described in
129-28	section 7A-10-8 of this title.
129-29	(c) The aggregate liability of any stockholder of a dissolved corporation for claims
129-30	against the dissolved corporation shall not exceed the amount distributed to such stockholder in
129-31	dissolution.
129-32	7A-10-13. Jurisdiction. -- The superior court shall have jurisdiction of any application
129-33	prescribed in this subchapter and of all questions arising in the proceedings thereon, and may
129-34	make such orders and decrees and issue injunctions therein as justice and equity shall require.
130-1	7A-10-14. Revocation or forfeiture of charter -- Proceedings. -- (a) The superior court
130-2	shall have jurisdiction to revoke or forfeit the charter of any corporation for abuse, misuse or
130-3	nonuse of its corporate powers, privileges or franchises. The attorney general shall, upon the
130-4	attorney general's own motion or upon the relation of a proper party, proceed for this purpose by
130-5	complaint in the county in which the registered office of the corporation is located.
130-6	(b) The superior court shall have power, by appointment of receivers or otherwise, to
130-7	administer and wind up the affairs of any corporation whose charter shall be revoked or forfeited
130-8	by any court under any section of this title or otherwise, and to make such orders and decrees
130-9	with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of
130-10	its stockholders and creditors.
130-11	(c) No proceeding shall be instituted under this section for nonuse of any corporation's
130-12	powers, privileges or franchises during the first two (2) years after its incorporation.
130-13	7A-10-15. Dissolution or forfeiture of charter by decree of court -- Filing. --
130-14	Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the
130-15	superior court, the decree or judgment shall be forthwith filed by the clerk of the county in which
130-16	the decree or judgment was entered, in the office of the secretary of state, and a note thereof shall
130-17	be made by the secretary of state on the corporation's charter or certificate of incorporation and
130-18	on the index thereof.
130-19	CHAPTER 11. INSOLVENCY -- RECEIVERS AND TRUSTEES
130-20	7A-11-1. Receivers for insolvent corporations -- Appointment and powers. --
130-21	Whenever a corporation shall be insolvent, the superior court, on the application of any creditor
130-22	or stockholder thereof, may, at any time, appoint one or more persons to be receivers of and for
130-23	the corporation, to take charge of its assets, estate, effects, business and affairs, and to collect the
130-24	outstanding debts, claims, and property due and belonging to the corporation, with power to
130-25	prosecute and defend, in the name of the corporation or otherwise, all claims or suits, to appoint
130-26	an agent or agents under them, and to do all other acts which might be done by the corporation
130-27	and which may be necessary or proper. The powers of the receivers shall be such and shall
130-28	continue so long as the superior court shall deem necessary.
130-29	7A-11-2. Title to property -- Filing order of appointment -- Exception. -- (a) Trustees
130-30	or receivers appointed by the superior court of and for any corporation, and their respective
130-31	survivors and successors, shall, upon their appointment and qualification or upon the death,
130-32	resignation or discharge of any cotrustee or coreceiver, be vested by operation of law and without
130-33	any act or deed, with the title of the corporation to all of its property, real, personal or mixed of
130-34	whatsoever nature, kind, class or description, and wheresoever situate, except real estate situate
131-1	outside this state.
131-2	(b) Trustees or receivers appointed by the superior court shall, within twenty (20) days
131-3	from the date of their qualification, file in the office of the recorder in each county in this state, in
131-4	which any real estate belonging to the corporation may be situated, a certified copy of the order of
131-5	their appointment and evidence of their qualification.
131-6	(c) This section shall not apply to receivers appointed pendente lite.
131-7	7A-11-3. Notices to stockholders and creditors. -- All notices required to be given to
131-8	stockholders and creditors in any action in which a receiver or trustee for a corporation was
131-9	appointed shall be given by the clerk of the superior court, unless otherwise ordered by the
131-10	superior court.
131-11	7A-11-4. Receivers or trustees – Inventory -- List of debts and report. -- Trustees or
131-12	receivers shall, as soon as convenient, file in the office of the clerk of the county in which the
131-13	proceeding is pending, a full and complete itemized inventory of all the assets of the corporation
131-14	which shall show their nature and probable value, and an account of all debts due from and to it,
131-15	as nearly as the same can be ascertained. They shall make a report to the superior court of their
131-16	proceedings, whenever and as often as the superior court shall direct.
131-17	7A-11-5. Creditors' proofs of claims; when barred -- Notice. -- All creditors shall
131-18	make proof under oath of their respective claims against the corporation, and cause the same to be
131-19	filed in the office of the clerk of the superior court of the county in which the proceeding is
131-20	pending within the time fixed by and in accordance with the procedure established by the rules of
131-21	the superior court. All creditors and claimants failing to do so, within the time limited by this
131-22	section, or the time prescribed by the order of the superior court, may, by direction of the superior
131-23	court, be barred from participating in the distribution of the assets of the corporation. The
131-24	superior court may also prescribe what notice, by publication or otherwise, shall be given to the
131-25	creditors of the time fixed for the filing and making proof of claims.
131-26	7A-11-6. Adjudication of claims -- Appeal. -- (a) The clerk of the superior court,
131-27	immediately upon the expiration of the time fixed for the filing of claims, in compliance with
131-28	section 7A-11-5 of this title, shall notify the trustee or receiver of the filing of the claims, and the
131-29	trustee or receiver, within thirty (30) days after receiving the notice, shall inspect the claims, and
131-30	if the trustee or receiver or any creditor shall not be satisfied with the validity or correctness of
131-31	the same, or any of them, the trustee or receiver shall forthwith notify the creditors whose claims
131-32	are disputed of such trustee's or receiver's decision. The trustee or receiver shall require all
131-33	creditors whose claims are disputed to submit themselves to such examination in relation to their
131-34	claims as the trustee or receiver shall direct, and the creditors shall produce such books and
132-1	papers relating to their claims as shall be required. The trustee or receiver shall have power to
132-2	examine, under oath or affirmation, all witnesses produced before such trustee or receiver
132-3	touching the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and
132-4	notify the claimants of such trustee's or receiver's determination.
132-5	(b) Every creditor or claimant who shall have received notice from the receiver or trustee
132-6	that such creditor's or claimant's claim has been disallowed in whole or in part may appeal to the
132-7	superior court within thirty (30) days thereafter. The superior court, after hearing, shall determine
132-8	the rights of the parties.
132-9	7A-11-7. Sale of perishable or deteriorating property. -- Whenever the property of a
132-10	corporation is at the time of the appointment of a receiver or trustee encumbered with liens of any
132-11	character, and the validity, extent or legality of any lien is disputed or brought in question, and the
132-12	property of the corporation is of a character which will deteriorate in value pending the litigation
132-13	respecting the lien, the superior court may order the receiver or trustee to sell the property of the
132-14	corporation, clear of all encumbrances, at public or private sale, for the best price that can be
132-15	obtained therefor, and pay the net proceeds arising from the sale thereof after deducting the costs
132-16	of the sale into the superior court, there to remain subject to the order of the superior court, and to
132-17	be disposed of as the superior court shall direct.
132-18	7A-11-8. Compensation, costs and expenses of receiver or trustee. -- The superior
132-19	court, before making distribution of the assets of a corporation among the creditors or
132-20	stockholders thereof, shall allow a reasonable compensation to the receiver or trustee for such
132-21	receiver's or trustee's services, and the costs and expenses incurred in and about the execution of
132-22	such receiver's or trustee's trust, and the costs of the proceedings in the superior court, to be first
132-23	paid out of the assets
132-24	7A-11-9. Substitution of trustee or receiver as party -- Abatement of actions. -- A
132-25	trustee or receiver, upon application by such receiver or trustee in the court in which any suit is
132-26	pending, shall be substituted as party plaintiff in the place of the corporation in any suit or
132-27	proceeding which was so pending at the time of such receiver's or trustee's appointment. No
132-28	action against a trustee or receiver of a corporation shall abate by reason of such receiver's or
132-29	trustee's death, but, upon suggestion of the facts on the record, shall be continued against such
132-30	receiver's or trustee's successor or against the corporation in case no new trustee or receiver is
132-31	appointed.
132-32	7A-11-10. Employee's lien for wages when corporation insolvent. -- Whenever any
132-33	corporation of this state, or any foreign corporation doing business in this state, shall become
132-34	insolvent, the employees doing labor or service of whatever character in the regular employ of the
133-1	corporation, shall have a lien upon the assets thereof for the amount of the wages due to them, not
133-2	exceeding two (2) months' wages respectively, which shall be paid prior to any other debt or
133-3	debts of the corporation. The word "employee" shall not be construed to include any of the
133-4	officers of the corporation.
133-5	7A-11-11. Discontinuance of liquidation. -- The liquidation of the assets and business
133-6	of an insolvent corporation may be discontinued at any time during the liquidation proceedings
133-7	when it is established that cause for liquidation no longer exists. In such event the superior court
133-8	in its discretion, and subject to such condition as it may deem appropriate, may dismiss the
133-9	proceedings and direct the receiver or trustee to redeliver to the corporation all of its remaining
133-10	property and assets.
133-11	7A-11-12. Compromise or arrangement between corporation and creditors or
133-12	stockholders. -- (a) Whenever the provision permitted by paragraph (2) of subsection (b) of
133-13	section 7A-1-2 of this title is included in the original certificate of incorporation of any
133-14	corporation, all persons who become creditors or stockholders thereof shall be deemed to have
133-15	become such creditors or stockholders subject in all respects to that provision and the same shall
133-16	be absolutely binding upon them. Whenever that provision is inserted in the certificate of
133-17	incorporation of any such corporation by an amendment of its certificate all persons who become
133-18	creditors or stockholders of such corporation after such amendment shall be deemed to have
133-19	become such creditors or stockholders subject in all respects to that provision and the same shall
133-20	be absolutely binding upon them.
133-21	(b) The superior court may administer and enforce any compromise or arrangement made
133-22	pursuant to the provision contained in paragraph (2) of subsection (b) of section 7A-1-2 of this
133-23	title and may restrain, pendente lite, all actions and proceedings against any corporation with
133-24	respect to which the superior court shall have begun the administration and enforcement of that
133-25	provision and may appoint a temporary receiver for such corporation and may grant the receiver
133-26	such powers as it deems proper, and may make and enforce such rules as it deems necessary for
133-27	the exercise of such jurisdiction.
133-28	7A-11-13. Proceeding under the Federal Bankruptcy Code of the United States;
133-29	effectuation. -- (a) Any corporation of this state, an order for relief with respect to which has
133-30	been entered pursuant to the Federal Bankruptcy Code, 11 U.S.C. section 101 et seq., or any
133-31	successor statute, may put into effect and carry out any decrees and orders of the court or judge in
133-32	such bankruptcy proceeding and may take any corporate action provided or directed by such
133-33	decrees and orders, without further action by its directors or stockholders. Such power and
133-34	authority may be exercised, and such corporate action may be taken, as may be directed by such
134-1	decrees or orders, by the trustee or trustees of such corporation appointed or elected in the
134-2	bankruptcy proceeding (or a majority thereof), or if none be appointed or elected and acting, by
134-3	designated officers of the corporation, or by a representative appointed by the court or judge, with
134-4	like effect as if exercised and taken by unanimous action of the directors and stockholders of the
134-5	corporation.
134-6	(b) Such corporation may, in the manner provided in subsection (a) of this section, but
134-7	without limiting the generality or effect of the foregoing, alter, amend or repeal its bylaws;
134-8	constitute or reconstitute and classify or reclassify its board of directors, and name, constitute or
134-9	appoint directors and officers in place of or in addition to all or some of the directors or officers
134-10	then in office; amend its certificate of incorporation, and make any change in its capital or capital
134-11	stock, or any other amendment, change, or alteration, or provision, authorized by this chapter; be
134-12	dissolved, transfer all or part of its assets, merge or consolidate as permitted by this chapter, in
134-13	which case, however, no stockholder shall have any statutory right of appraisal of such
134-14	stockholder's stock; change the location of its registered office, change its registered agent, and
134-15	remove or appoint any agent to receive service of process; authorize and fix the terms, manner
134-16	and conditions of, the issuance of bonds, debentures or other obligations, whether or not
134-17	convertible into stock of any class, or bearing warrants or other evidences of optional rights to
134-18	purchase or subscribe for stock of any class; or lease its property and franchises to any
134-19	corporation, if permitted by law.
134-20	(c) A certificate of any amendment, change or alteration, or of dissolution, or any
134-21	agreement of merger or consolidation, made by such corporation pursuant to the foregoing
134-22	provisions, shall be filed with the secretary of state in accordance with section 7A-1-3 of this title,
134-23	and, subject to subsection (d) of said section 7A-1-3 of this title, shall thereupon become effective
134-24	in accordance with its terms and the provisions hereof. Such certificate, agreement of merger or
134-25	other instrument shall be made, executed and acknowledged, as may be directed by such decrees
134-26	or orders, by the trustee or trustees appointed or elected in the bankruptcy proceeding (or a
134-27	majority thereof), or, if none be appointed or elected and acting, by the officers of the
134-28	corporation, or by a representative appointed by the court or judge, and shall certify that provision
134-29	for the making of such certificate, agreement or instrument is contained in a decree or order of a
134-30	court or judge having jurisdiction of a proceeding under such Federal Bankruptcy Code or
134-31	successor statute.
134-32	(d) This section shall cease to apply to such corporation upon the entry of a final decree
134-33	in the bankruptcy proceeding closing the case and discharging the trustee or trustees, if any;
134-34	provided however, that the closing of a case and discharge of trustee or trustees, if any, will not
135-1	affect the validity of any act previously performed pursuant to subsections (a) through (c) of this
135-2	section.
135-3	(e) On filing any certificate, agreement, report or other paper made or executed pursuant
135-4	to this section, there shall be paid to the secretary of state for the use of the state the same fees as
135-5	are payable by corporations not in bankruptcy upon the filing of like certificates, agreements,
135-6	reports or other papers.
135-7	CHAPTER 12. RENEWAL, REVIVAL, EXTENSION AND RESTORATION OF
135-8	CERTIFICATE OF INCORPORATION OR CHARTER
135-9	7A 12-1. Revocation of voluntary dissolution. -- (a) At any time prior to the expiration
135-10	of three (3) years following the dissolution of a corporation pursuant to section 7A-10-5 of this
135-11	title, or, at any time prior to the expiration of such longer period as the superior court may have
135-12	directed pursuant to section 7A-10-8 of this title, a corporation may revoke the dissolution
135-13	theretofore effected by it in the following manner:
135-14	(1) For purposes of this section, the term "stockholders" shall mean the stockholders of
135-15	record on the date the dissolution became effective.
135-16	(2) The board of directors shall adopt a resolution recommending that the dissolution be
135-17	revoked and directing that the question of the revocation be submitted to a vote at a special
135-18	meeting of stockholders;
135-19	(3) Notice of the special meeting of stockholders shall be given in accordance with
135-20	section 7A-7-12 of this title to each of the stockholders.
135-21	(4) At the meeting a vote of the stockholders shall be taken on a resolution to revoke the
135-22	dissolution. If a majority of the stock of the corporation which was outstanding and entitled to
135-23	vote upon a dissolution at the time of its dissolution shall be voted for the resolution, a certificate
135-24	of revocation of dissolution shall be executed, and acknowledged in accordance with section 7A-
135-25	1-3 of this title, which shall state:
135-26	(i) The name of the corporation;
135-27	(ii) The names and respective addresses of its officers;
135-28	(iii) The names and respective addresses of its directors;
135-29	(iv) That a majority of the stock of the corporation which was outstanding and entitled to
135-30	vote upon a dissolution at the time of its dissolution have voted in favor of a resolution to revoke
135-31	the dissolution; or, if it be the fact, that, in lieu of a meeting and vote of stockholders, the
135-32	stockholders have given their written consent to the revocation in accordance with section 7A-7-
135-33	18 of this title.
135-34	(b) Upon the filing in the office of the secretary of state of the certificate of revocation of
136-1	dissolution, the secretary of state, upon being satisfied that the requirements of this section have
136-2	been complied with, shall issue a certificate that the dissolution has been revoked. Upon the
136-3	issuance of such certificate by the secretary of the State, the revocation of the dissolution shall
136-4	become effective and the corporation may again carry on its business.
136-5	(c) Upon the issuance of the certificate by the secretary of state to which subsection (b) of
136-6	this section refers, the provisions of section 7A-7-1(c) of this title shall govern, and the period of
136-7	time the corporation was in dissolution shall be included within the calculation of the thirty (30)
136-8	day and thirteen (13) month periods to which 7A-7-1(c) of this title refers. An election of
136-9	directors, however, may be held at the special meeting of stockholders to which subsection (a) of
136-10	this section refers, and in that event, that meeting of stockholders shall be deemed an annual
136-11	meeting of stockholders for purposes of section 7A-7-1(c) of this title.
136-12	(d) If after the dissolution became effective any other corporation organized under the
136-13	laws of this state shall have adopted the same name as the corporation, or shall have adopted a
136-14	name so nearly similar thereto as not to distinguish it from the corporation, or any foreign
136-15	corporation shall have qualified to do business in this State under the same name as the
136-16	corporation or under a name so nearly similar thereto as not to distinguish it from the corporation,
136-17	then, in such case, the corporation shall not be reinstated under the same name which it bore
136-18	when its dissolution became effective, but shall adopt and be reinstated under some other name,
136-19	and in such case the certificate to be filed under this section shall set forth the name borne by the
136-20	corporation at the time its dissolution became effective and the new name under which the
136-21	corporation is to be reinstated.
136-22	(e) Nothing in this section shall be construed to affect the jurisdiction or power of the
136-23	superior court under sections 7A-10-9 or 7A-10-10 of this title.
136-24	7A-12-2. Renewal, revival, extension and restoration of certificate of incorporation. -
136-25	- (a) As used in this section, the term "certificate of incorporation" includes the charter of a
136-26	corporation organized under any special act or any law of this state.
136-27	(b) Any corporation may, at any time before the expiration of the time limited for its
136-28	existence and any corporation whose certificate of incorporation has become forfeited or void
136-29	pursuant to this title and any corporation whose certificate of incorporation has expired by reason
136-30	of failure to renew it or whose certificate of incorporation has been renewed, but, through failure
136-31	to comply strictly with the provisions of this chapter, the validity of whose renewal has been
136-32	brought into question, may at any time procure an extension, restoration, renewal or revival of its
136-33	certificate of incorporation, together with all the rights, franchises, privileges and immunities and
136-34	subject to all of its duties, debts and liabilities which had been secured or imposed by its original
137-1	certificate of incorporation and all amendments thereto.
137-2	(c) The extension, restoration, renewal or revival of the certificate of incorporation may
137-3	be procured by executing, acknowledging and filing a certificate in accordance with section 7A-
137-4	1-3 of this title.
137-5	(d) The certificate required by subsection (c) of this section shall state:
137-6	(1) The name of the corporation, which shall be the existing name of the corporation or
137-7	the name it bore when its certificate of incorporation expired, except as provided in subsection (f)
137-8	of this section, and the date of filing of its original certificate of incorporation with the secretary
137-9	of state;
137-10	(2) The address (which shall include the street, city and county) of the corporation's
137-11	registered office in this state and the name of its registered agent at such address;
137-12	(3) Whether or not the renewal, restoration or revival is to be perpetual and if not
137-13	perpetual the time for which the renewal, restoration or revival is to continue and, in case of
137-14	renewal before the expiration of the time limited for its existence, the date when the renewal is to
137-15	commence, which shall be prior to the date of the expiration of the old certificate of incorporation
137-16	which it is desired to renew;
137-17	(4) That the corporation desiring to be renewed or revived and so renewing or reviving its
137-18	certificate of incorporation was organized under the laws of this state;
137-19	(5) The date when the certificate of incorporation would expire, if such is the case, or
137-20	such other facts as may show that the certificate of incorporation has become forfeited or void
137-21	pursuant to this title, or that the validity of any renewal has been brought into question;
137-22	(6) That the certificate for renewal or revival is filed by authority of those who were
137-23	directors or members of the governing body of the corporation at the time its certificate of
137-24	incorporation expired or who were elected directors or members of the governing body of the
137-25	corporation as provided in subsection (h) of this section.
137-26	(e) Upon the filing of the certificate in accordance with section 7A-1-3 of this title the
137-27	corporation shall be renewed and revived with the same force and effect as if its certificate of
137-28	incorporation had not been forfeited or void pursuant to this title, or had not expired by limitation.
137-29	Such reinstatement shall validate all contracts, acts, matters and things made, done and performed
137-30	within the scope of its certificate of incorporation by the corporation, its officers and agents
137-31	during the time when its certificate of incorporation was forfeited or void pursuant to this title, or
137-32	after its expiration by limitation, with the same force and effect and to all intents and purposes as
137-33	if the certificate of incorporation had at all times remained in full force and effect. All real and
137-34	personal property, rights and credits, which belonged to the corporation at the time its certificate
138-1	of incorporation became forfeited or void pursuant to this title, or expired by limitation and which
138-2	were not disposed of prior to the time of its revival or renewal shall be vested in the corporation,
138-3	after its revival and renewal, as fully and amply as they were held by the corporation at and
138-4	before the time its certificate of incorporation became forfeited or void pursuant to this title, or
138-5	expired by limitation, and the corporation after its renewal and revival shall be as exclusively
138-6	liable for all contracts, acts, matters and things made, done or performed in its name and on its
138-7	behalf by its officers and agents prior to its reinstatement, as if its certificate of incorporation had
138-8	at all times remained in full force and effect.
138-9	(f) If, since the certificate of incorporation became forfeited or void pursuant to this title,
138-10	or expired by limitation, any other corporation organized under the laws of this state shall have
138-11	adopted the same name as the corporation sought to be renewed or revived or shall have adopted
138-12	a name so nearly similar thereto as not to distinguish it from the corporation to be renewed or
138-13	revived or any foreign corporation qualified in accordance with section 7A-15-1 of this title shall
138-14	have adopted the same name as the corporation sought to be renewed or revived or shall have
138-15	adopted a name so nearly similar thereto as not to distinguish it from the corporation to be
138-16	renewed or revived, then in such case the corporation to be renewed or revived shall not be
138-17	renewed under the same name which it bore when its certificate of incorporation became forfeited
138-18	or void pursuant to this title, or expired but shall adopt or be renewed under some other name and
138-19	in such case the certificate to be filed under the provisions of this section shall set forth the name
138-20	borne by the corporation at the time its certificate of incorporation became forfeited or void
138-21	pursuant to this title, or expired and the new name under which the corporation is to be renewed
138-22	or revived.
138-23	(g) Any corporation that renews or revives its certificate of incorporation under this
138-24	chapter shall pay to this state a sum equal to all franchise taxes, penalties and interest thereon due
138-25	at the time its certificate of incorporation became forfeited or void pursuant to this title, or
138-26	expired by limitation or otherwise; provided, however, that any corporation that renews or revives
138-27	its certificate of incorporation under this chapter whose certificate of incorporation has been
138-28	forfeited, void or expired for more than five (5) years shall, in lieu of the payment of the franchise
138-29	taxes and penalties otherwise required by this subsection, pay a sum equal to three (3) times the
138-30	amount of the annual franchise tax that would be due and payable by such corporation for the
138-31	year in which the renewal or revival is effected, computed at the then current rate of taxation. No
138-32	payment made pursuant to this subsection shall reduce the amount of franchise tax due under
138-33	Chapter 5 of this title for the year in which the renewal or revival is effected.
138-34	(h) If a sufficient number of the last acting officers of any corporation desiring to renew
139-1	or revive its certificate of incorporation are not available by reason of death, unknown address or
139-2	refusal or neglect to act, the directors of the corporation or those remaining on the board, even if
139-3	only one, may elect successors to such officers. In any case where there shall be no directors of
139-4	the corporation available for the purposes aforesaid, the stockholders may elect a full board of
139-5	directors, as provided by the bylaws of the corporation, and the board shall then elect such
139-6	officers as are provided by law, by the certificate of incorporation or by the bylaws to carry on the
139-7	business and affairs of the corporation. A special meeting of the stockholders for the purposes of
139-8	electing directors may be called by any officer, director or stockholder upon notice given in
139-9	accordance with section 7A-7-12 of this title.
139-10	(i) After a renewal or revival of the certificate of incorporation of the corporation shall
139-11	have been effected, the provisions of section 7A-7-1(c) of this title shall govern and the period of
139-12	time the certificate of incorporation of the corporation was forfeited pursuant to this title, or after
139-13	its expiration by limitation, shall be included within the calculation of the thirty (30) day and
139-14	thirteen (13) month periods to which section 7A-7-1(c) of this title refers. A special meeting of
139-15	stockholders held in accordance with subsection (h) of this section shall be deemed an annual
139-16	meeting of stockholders for purposes of section 7A-7-1(c) of this title.
139-17	(j) Whenever it shall be desired to renew or revive the certificate of incorporation of any
139-18	corporation organized under this chapter not for profit and having no capital stock, the governing
139-19	body shall perform all the acts necessary for the renewal or revival of the charter of the
139-20	corporation which are performed by the board of directors in the case of a corporation having
139-21	capital stock. The members of any corporation not for profit and having no capital stock who are
139-22	entitled to vote for the election of members of its governing body, shall perform all the acts
139-23	necessary for the renewal or revival of the certificate of incorporation of the corporation which
139-24	are performed by the stockholders in the case of a corporation having capital stock. In all other
139-25	respects, the procedure for the renewal or revival of the certificate of incorporation of a
139-26	corporation not for profit or having no capital stock shall conform, as nearly as may be
139-27	applicable, to the procedure prescribed in this section for the renewal or revival of the certificate
139-28	of incorporation of a corporation having capital stock.
139-29	7A-12-3. Renewal of certificate of incorporation or charter of religious, charitable,
139-30	educational, etc., corporations. -- (a) Every religious corporation, and every purely charitable or
139-31	educational association, and every company, association or society, which by its certificate of
139-32	incorporation, had, at the time its certificate of incorporation or charter became void by operation
139-33	of law, for its object the assistance of sick, needy or disabled members, or the defraying of funeral
139-34	expenses of deceased members, or to provide for the wants of the widows and families after death
140-1	of its members, whose certificate of incorporation or charter has become inoperative and void, for
140-2	failure to file annual franchise tax reports required, and for failure to pay taxes or penalties from
140-3	which it would have been exempt if the reports had been filed, shall be deemed to have filed all
140-4	the reports and be relieved of all the taxes and penalties, upon satisfactory proof submitted to the
140-5	secretary of state of its right to be classified under any of the classifications set out in this
140-6	subsection, and upon filing with the Secretary of state a certificate of renewal and revival in
140-7	manner and form as required by section 7A-12-2 of this title.
140-8	(b) Upon the filing by the corporation of the proof of classification as required by
140-9	subsection (a) of this section, the filing of the certificate of renewal and revival and payment of
140-10	the required filing fees, the secretary of state shall issue a certificate that the corporation's
140-11	certificate of incorporation or charter has been renewed and revived as of the date of the
140-12	certificate and the corporation shall be renewed and revived with the same force and effect as
140-13	provided in section 7A-12-2(e) of this title for other corporations.
140-14	(c) Nothing contained in this section relieves any corporation of any of the classifications
140-15	set out in subsection (a) of this section from filing an annual franchise tax report.
140-16	7A-12-14. Status of corporation. -- Any corporation desiring to renew, extend and
140-17	continue its corporate existence, shall, upon complying with applicable constitutional provisions
140-18	of this state, continue for the time stated in its certificate of renewal, a corporation and shall, in
140-19	addition to the rights, privileges and immunities conferred by its charter, possess and enjoy all the
140-20	benefits of this chapter, which are applicable to the nature of its business, and shall be subject to
140-21	the restrictions and liabilities by this chapter imposed on such corporations.
140-22	CHAPTER 13. SUITS AGAINST CORPORATIONS, DIRECTORS, OFFICERS OR
140-23	STOCKHOLDERS
140-24	7A-13-1. Service of process on corporations. -- (a) Service of legal process upon any
140-25	corporation of this state shall be made by delivering a copy personally to any officer or director of
140-26	the corporation in this state, or the registered agent of the corporation in this state, or by leaving it
140-27	at the dwelling house or usual place of abode in this state of any officer, director or registered
140-28	agent (if the registered agent be an individual), or at the registered office or other place of
140-29	business of the corporation in this state. If the registered agent be a corporation, service of process
140-30	upon it as such agent may be made by serving, in this State, a copy thereof on the president, vice-
140-31	president, secretary, assistant secretary or any director of the corporate registered agent. Service
140-32	by copy left at the dwelling house or usual place of abode of any officer, director or registered
140-33	agent, or at the registered office or other place of business of the corporation in this state, to be
140-34	effective must be delivered thereat at least six (6) days before the return date of the process, and
141-1	in the presence of an adult person, and the officer serving the process shall distinctly state the
141-2	manner of service in such person's return thereto. Process returnable forthwith must be delivered
141-3	personally to the officer, director or registered agent.
141-4	(b) In case the officer whose duty it is to serve legal process cannot, by due diligence,
141-5	serve the process in any manner provided for by subsection (a) of this section, it shall be lawful to
141-6	serve the process against the corporation upon the secretary of state, and such service shall be as
141-7	effectual for all intents and purposes as if made in any of the ways provided for in subsection (a)
141-8	hereof. In the event that service is effected through the secretary of state in accordance with this
141-9	subsection, the secretary of state shall forthwith notify the corporation by letter, certified mail,
141-10	return receipt requested, directed to the corporation at its principal place of business as it appears
141-11	on the records relating to such corporation on file with the secretary of state or, if no such address
141-12	appears, at its last registered office. Such letter shall enclose a copy of the process and any other
141-13	papers served on the secretary of state pursuant to this subsection. It shall be the duty of the
141-14	plaintiff in the event of such service to serve process and any other papers in duplicate, to notify
141-15	the secretary of state that service is being effected pursuant to this subsection, and to pay the
141-16	secretary of state the sum of fifty dollars ($50.00) for the use of the state, which sum shall be
141-17	taxed as part of the costs in the proceeding if the plaintiff shall prevail therein. The secretary of
141-18	state shall maintain an alphabetical record of any such service setting forth the name of the
141-19	plaintiff and defendant, the title, docket number and nature of the proceeding in which process
141-20	has been served upon the secretary of state, the fact that service has been effected pursuant to this
141-21	subsection, the return date thereof, and the day and hour when the service was made. The
141-22	secretary of state shall not be required to retain such information for a period longer than five (5)
141-23	years from receipt of the service of process.
141-24	7A-13-2. Failure of corporation to obey order of court -- Appointment of receiver. --
141-25	Whenever any corporation shall refuse, fail or neglect to obey any order or decree of any court of
141-26	this State within the time fixed by the court for its observance, such refusal, failure or neglect
141-27	shall be a sufficient ground for the appointment of a receiver of the corporation by the superior
141-28	court. If the corporation be a foreign corporation, such refusal, failure or neglect shall be a
141-29	sufficient ground for the appointment of a receiver of the assets of the corporation within this
141-30	state.
141-31	7A-13-3. Failure of corporation to obey writ of mandamus -- Quo warranto
141-32	proceedings for forfeiture of charter. -- If any corporation fails to obey the mandate of any
141-33	peremptory writ of mandamus issued by a court of competent jurisdiction of this state for a period
141-34	of thirty (30) days after the serving of the writ upon the corporation in any manner as provided by
142-1	the laws of this state for the service of writs, any party in interest in the proceeding in which the
142-2	writ of mandamus issued may file a statement of such fact prepared by such party or such party's
142-3	attorney with the attorney general of this state, and it shall thereupon be the duty of the Attorney
142-4	general to forthwith commence proceedings of quo warranto against the corporation in a court of
142-5	competent jurisdiction, and the court, upon competent proof of such state of facts and proper
142-6	proceedings had in such proceeding in quo warranto, shall decree the charter of the corporation
142-7	forfeited.
142-8	7A-13-4. Attachment of shares of stock or any option, right or interest therein –
142-9	Procedure – Sale -- Title upon sale -- Proceeds. -- (a) The shares of any person in any
142-10	corporation with all the rights thereto belonging, or any person's option to acquire the shares, or
142-11	such person's right or interest in the shares, may be attached under this section for debt, or other
142-12	demands, if such person appears on the books of the corporation to hold or own such shares,
142-13	option, right or interest. So many of the shares, or so much of the option, right or interest therein
142-14	may be sold at public sale to the highest bidder, as shall be sufficient to satisfy the debt, or other
142-15	demand, interest and costs, upon an order issued therefor by the court from which the attachment
142-16	process issued, and after such notice as is required for sales upon execution process. Except as to
142-17	an uncertificated security no order of sale shall be issued until after final judgment shall have
142-18	been rendered in any case. If the debtor lives out of the county, a copy of the order shall be sent
142-19	by registered or certified mail, return receipt requested, to such debtor's last known address, and
142-20	shall also be published in a newspaper published in the county of such debtor's last known
142-21	residence, if there be any, ten (10) days before the sale; and if the debtor be a nonresident of this
142-22	state shall be mailed as aforesaid and published at least twice for two (2) successive weeks, the
142-23	last publication to be at least ten (10) days before the sale, in a newspaper published in the county
142-24	where the attachment process issued. If the shares of stock or any of them or the option to acquire
142-25	shares or any such right or interest in shares, or any part of them, be so sold, any assignment, or
142-26	transfer thereof, by the debtor, after attachment, shall be void.
142-27	(b) When attachment process issues for shares of stock, or any option to acquire such or
142-28	any right or interest in such, a certified copy of the process shall be left in this State with any
142-29	officer or director, or with the registered agent of the corporation. Within twenty (20) days after
142-30	service of the process, the corporation shall serve upon the plaintiff a certificate of the number of
142-31	shares held or owned by the debtor in the corporation, with the number or other marks
142-32	distinguishing the same, or in the case the debtor appears on the books of the corporation to have
142-33	an option to acquire shares of stock or any right or interest in any shares of stock of the
142-34	corporation, there shall be served upon the plaintiff within twenty (20) days after service of the
143-1	process a certificate setting forth any such option, right or interest in the shares of the corporation
143-2	in the language and form in which the option, right or interest appears on the books of the
143-3	corporation, anything in the certificate of incorporation or bylaws of the corporation to the
143-4	contrary notwithstanding. Service upon a corporate registered agent may be made in the manner
143-5	provided in section 7A-13-1 of this title.
143-6	(c) If, after sale made and confirmed, a certified copy of the order of sale and return and
143-7	the stock certificate, if any, be left with any officer or director or with the registered agent of the
143-8	corporation, the purchaser shall be thereby entitled to the shares or any option to acquire shares or
143-9	any right or interest in shares so purchased, and all income, or dividends which may have been
143-10	declared, or become payable thereon since the attachment laid. Such sale, returned and
143-11	confirmed, shall transfer the shares or the option to acquire shares or any right or interest in
143-12	shares sold to the purchaser, as fully as if the debtor, or defendant, had transferred the same to
143-13	such purchaser according to the certificate of incorporation or bylaws of the corporation, anything
143-14	in the certificate of incorporation or bylaws to the contrary notwithstanding. The court which
143-15	issued the levy and confirmed the sale shall have the power to make an order compelling the
143-16	corporation, the shares of which were sold, to issue new certificates or uncertificated shares to the
143-17	purchaser at the sale and to cancel the registration of the shares attached on the books of the
143-18	corporation upon the giving of an open end bond by such purchaser adequate to protect such
143-19	corporation.
143-20	(d) The money arising from the sale of the shares or from the sale of the option or right or
143-21	interest shall be applied and paid, by the public official receiving the same, as by law is directed
143-22	as to the sale of personal property in cases of attachment.
143-23	7A-13-5. Actions against officers, directors or stockholders to enforce liability of
143-24	corporation -- Unsatisfied judgment against corporation. -- (a) When the officers, directors or
143-25	stockholders of any corporation shall be liable by the provisions of this chapter to pay the debts of
143-26	the corporation, or any part thereof, any person to whom they are liable may have an action, at
143-27	law or in equity, against any one or more of them, and the complaint shall state the claim against
143-28	the corporation, and the ground on which the plaintiff expects to charge the defendants
143-29	personally.
143-30	(b) No suit shall be brought against any officer, director or stockholder for any debt of a
143-31	corporation of which such person is an officer, director or stockholder, until judgment be obtained
143-32	therefor against the corporation and execution thereon returned unsatisfied.
143-33	7A-13-6. Action by officer, director or stockholder against corporation for corporate
143-34	debt paid. -- When any officer, director or stockholder shall pay any debt of a corporation for
144-1	which such person is made liable by the provisions of this chapter, such person may recover the
144-2	amount so paid in an action against the corporation for money paid for its use, and in such action
144-3	only the property of the corporation shall be liable to be taken, and not the property of any
144-4	stockholder
144-5	7A-13-7. Stockholder's derivative action -- Allegation of stock ownership. -- In any
144-6	derivative suit instituted by a stockholder of a corporation, it shall be averred in the complaint
144-7	that the plaintiff was a stockholder of the corporation at the time of the transaction of which such
144-8	stockholder complains or that such stockholder's stock thereafter devolved upon such stockholder
144-9	by operation of law.
144-10	7A-13-8. Effect of liability of corporation on impairment of certain transactions. --
144-11	The liability of a corporation of this state, or the stockholders, directors or officers thereof, or the
144-12	rights or remedies of the creditors thereof, or of persons doing or transacting business with the
144-13	corporation, shall not in any way be lessened or impaired by the sale of its assets, or by the
144-14	increase or decrease in the capital stock of the corporation, or by its merger or consolidation with
144-15	one or more corporations or by any change or amendment in its certificate of incorporation.
144-16	7A-13-9. Defective organization of corporation as defense. -- (a) No corporation of
144-17	this State and no person sued by any such corporation shall be permitted to assert the want of
144-18	legal organization as a defense to any claim.
144-19	(b) This section shall not be construed to prevent judicial inquiry into the regularity or
144-20	validity of the organization of a corporation, or its lawful possession of any corporate power it
144-21	may assert in any other suit or proceeding where its corporate existence or the power to exercise
144-22	the corporate rights it asserts is challenged, and evidence tending to sustain the challenge shall be
144-23	admissible in any such suit or proceeding.
144-24	7A-13-10. Usury -- Pleading by corporation. -- No corporation shall plead any statute
144-25	against usury in any court of law or equity in any suit instituted to enforce the payment of any
144-26	bond, note or other evidence of indebtedness issued or assumed by it.
144-27	CHAPTER 14. CLOSE CORPORATIONS; SPECIAL PROVISIONS
144-28	7A-14-1. Law applicable to close corporation. -- (a) This subchapter applies to all close
144-29	corporations, as defined in section 7A-14-2 of this title. Unless a corporation elects to become a
144-30	close corporation under this subchapter in the manner prescribed in this subchapter, it shall be
144-31	subject in all respects to this chapter, except this subchapter.
144-32	(b) This chapter shall be applicable to all close corporations, as defined in section 7A-14-
144-33	2 of this title, except insofar as this subchapter otherwise provides.
144-34	7A-14-2. Close corporation defined -- Contents of certificate of incorporation. -- (a)
145-1	A close corporation is a corporation organized under this chapter whose certificate of
145-2	incorporation contains the provisions required by section 7A-1-2 of this title and, in addition,
145-3	provides that:
145-4	(1) All of the corporation's issued stock of all classes, exclusive of treasury shares, shall
145-5	be represented by certificates and shall be held of record by not more than a specified number of
145-6	persons, not exceeding thirty (30); and
145-7	(2) All of the issued stock of all classes shall be subject to 1 or more of the restrictions on
145-8	transfer permitted by section 7A-6-2 of this title; and
145-9	(3) The corporation shall make no offering of any of its stock of any class which would
145-10	constitute a "public offering" within the meaning of the United States Securities Act of 1933 [15
145-11	U.S.C. section 77a et seq.] as it may be amended from time to time.
145-12	(b) The certificate of incorporation of a close corporation may set forth the qualifications
145-13	of stockholders, either by specifying classes of persons who shall be entitled to be holders of
145-14	record of stock of any class, or by specifying classes of persons who shall not be entitled to be
145-15	holders of stock of any class or both.
145-16	(c) For purposes of determining the number of holders of record of the stock of a close
145-17	corporation, stock which is held in joint or common tenancy or by the entireties shall be treated as
145-18	held by one stockholder.
145-19	7A-14-3. Formation of a close corporation. -- A close corporation shall be formed in
145-20	accordance with sections 7A-1-1 through 7A-1-3 of this title, except that:
145-21	(1) Its certificate of incorporation shall contain a heading stating the name of the
145-22	corporation and that it is a close corporation; and
145-23	(2) Its certificate of incorporation shall contain the provisions required by section 7A-14-
145-24	2 of this title.
145-25	7A-14-4. Election of existing corporation to become a close corporation. -- Any
145-26	corporation organized under this chapter may become a close corporation under this subchapter
145-27	by executing, acknowledging and filing, in accordance with section 7A-1-3 of this title, a
145-28	certificate of amendment of its certificate of incorporation which shall contain a statement that it
145-29	elects to become a close corporation, the provisions required by section 7A-14-2 of this title to
145-30	appear in the certificate of incorporation of a close corporation, and a heading stating the name of
145-31	the corporation and that it is a close corporation. Such amendment shall be adopted in accordance
145-32	with the requirements of sections 7A-8-1 or 7A-8-2 of this title, except that it must be approved
145-33	by a vote of the holders of record of at least two thirds (2/3) of the shares of each class of stock of
145-34	the corporation which are outstanding.
146-1	7A-14-5. Limitations on continuation of close corporation status. -- A close
146-2	corporation continues to be such and to be subject to this subchapter until:
146-3	(1) It files with the secretary of state a certificate of amendment deleting from its
146-4	certificate of incorporation the provisions required or permitted by section 7A-14-2 of this title to
146-5	be stated in the certificate of incorporation to qualify it as a close corporation; or
146-6	(2) Any one of the provisions or conditions required or permitted by section 7A-14-2 of
146-7	this title to be stated in a certificate of incorporation to qualify a corporation as a close
146-8	corporation has in fact been breached and neither the corporation nor any of its stockholders takes
146-9	the steps required by section 7A-14-8 of this title to prevent such loss of status or to remedy such
146-10	breach.
146-11	7A-14-6. Voluntary termination of close corporation status by amendment of
146-12	certificate of incorporation; vote required. -- (a) A corporation may voluntarily terminate its
146-13	status as a close corporation and cease to be subject to this subchapter by amending its certificate
146-14	of incorporation to delete therefrom the additional provisions required or permitted by section
146-15	7A-14-2 of this title to be stated in the certificate of incorporation of a close corporation. Any
146-16	such amendment shall be adopted and shall become effective in accordance with section 7A-8-2
146-17	of this title, except that it must be approved by a vote of the holders of record of at least two-
146-18	thirds of the shares of each class of stock of the corporation which are outstanding.
146-19	(b) The certificate of incorporation of a close corporation may provide that on any
146-20	amendment to terminate its status as a close corporation, a vote greater than two-thirds (2/3) or a
146-21	vote of all shares of any class shall be required; and if the certificate of incorporation contains
146-22	such a provision, that provision shall not be amended, repealed or modified by any vote less than
146-23	that required to terminate the corporation's status as a close corporation
146-24	7A-14-7. Issuance or transfer of stock of a close corporation in breach of qualifying
146-25	conditions. -- (a) If stock of a close corporation is issued or transferred to any person who is not
146-26	entitled under any provision of the certificate of incorporation permitted by subsection (b) of
146-27	section 7A-14-2 of this title to be a holder of record of stock of such corporation, and if the
146-28	certificate for such stock conspicuously notes the qualifications of the persons entitled to be
146-29	holders of record thereof, such person is conclusively presumed to have notice of the fact of such
146-30	person's ineligibility to be a stockholder.
146-31	(b) If the certificate of incorporation of a close corporation states the number of persons,
146-32	not in excess of thirty (30), who are entitled to be holders of record of its stock, and if the
146-33	certificate for such stock conspicuously states such number, and if the issuance or transfer of
146-34	stock to any person would cause the stock to be held by more than such number of persons, the
147-1	person to whom such stock is issued or transferred is conclusively presumed to have notice of this
147-2	fact.
147-3	(c) If a stock certificate of any close corporation conspicuously notes the fact of a
147-4	restriction on transfer of stock of the corporation, and the restriction is one which is permitted by
147-5	section 7A-6-2 of this title, the transferee of the stock is conclusively presumed to have notice of
147-6	the fact that such person has acquired stock in violation of the restriction, if such acquisition
147-7	violates the restriction.
147-8	(d) Whenever any person to whom stock of a close corporation has been issued or
147-9	transferred has, or is conclusively presumed under this section to have, notice either: (1) that such
147-10	person is a person not eligible to be a holder of stock of the corporation; or (2) that transfer of
147-11	stock to such person would cause the stock of the corporation to be held by more than the number
147-12	of persons permitted by its certificate of incorporation to hold stock of the corporation; or (3) that
147-13	the transfer of stock is in violation of a restriction on transfer of stock, the corporation may, at its
147-14	option, refuse to register transfer of the stock into the name of the transferee.
147-15	(e) Subsection (d) of this section shall not be applicable if the transfer of stock, even
147-16	though otherwise contrary to subsection (a), (b) or (c), of this section has been consented to by all
147-17	the stockholders of the close corporation, or if the close corporation has amended its certificate of
147-18	incorporation in accordance with section 7A-14-6 of this title.
147-19	(f) The term "transfer," as used in this section, is not limited to a transfer for value.
147-20	(g) The provisions of this section do not in any way impair any rights of a transferee
147-21	regarding any right to rescind the transaction or to recover under any applicable warranty express
147-22	or implied.
147-23	7A-14-8. Involuntary termination of close corporation status -- Proceeding to
147-24	prevent loss of status. -- (a) If any event occurs as a result of which one or more of the
147-25	provisions or conditions included in a close corporation's certificate of incorporation pursuant to
147-26	section 7A-14-2 of this title to qualify it as a close corporation has been breached, the
147-27	corporation's status as a close corporation under this subchapter shall terminate unless:
147-28	(1) Within thirty (30) days after the occurrence of the event, or within thirty (30) days
147-29	after the event has been discovered, whichever is later, the corporation files with the secretary of
147-30	state a certificate, executed and acknowledged in accordance with section 7A-1-3 of this title,
147-31	stating that a specified provision or condition included in its certificate of incorporation pursuant
147-32	to section 7A-14-2 of this title to qualify it as a close corporation has ceased to be applicable, and
147-33	furnishes a copy of such certificate to each stockholder; and
147-34	(2) The corporation concurrently with the filing of such certificate takes such steps as are
148-1	necessary to correct the situation which threatens its status as a close corporation, including,
148-2	without limitation, the refusal to register the transfer of stock which has been wrongfully
148-3	transferred as provided by section 7A-14-7 of this title, or a proceeding under subsection (b) of
148-4	this section.
148-5	(b) The superior court, upon the suit of the corporation or any stockholder, shall have
148-6	jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close
148-7	corporation, or to restore its status as a close corporation by enjoining or setting aside any act or
148-8	threatened act on the part of the corporation or a stockholder which would be inconsistent with
148-9	any of the provisions or conditions required or permitted by section 7A-14-2 of this title to be
148-10	stated in the certificate of incorporation of a close corporation, unless it is an act approved in
148-11	accordance with section 7A-14-6 of this title. The superior court may enjoin or set aside any
148-12	transfer or threatened transfer of stock of a close corporation which is contrary to the terms of its
148-13	certificate of incorporation or of any transfer restriction permitted by section 7A-6-2 of this title,
148-14	and may enjoin any public offering, as defined in section 7A-14-2 of this title, or threatened
148-15	public offering of stock of the close corporation.
148-16	7A-14-9. Corporate option where a restriction on transfer of a security is held
148-17	invalid. -- If a restriction on transfer of a security of a close corporation is held not to be
148-18	authorized by section 7A-6-2 of this title, the corporation shall nevertheless have an option, for a
148-19	period of thirty (30) days after the judgment setting aside the restriction becomes final, to acquire
148-20	the restricted security at a price which is agreed upon by the parties, or if no agreement is reached
148-21	as to price, then at the fair value as determined by the superior court In order to determine fair
148-22	value, the superior court may appoint an appraiser to receive evidence and report to the superior
148-23	court such appraiser's findings and recommendation as to fair value.
148-24	7A-14-10. Agreements restricting discretion of directors. -- A written agreement
148-25	among the stockholders of a close corporation holding a majority of the outstanding stock entitled
148-26	to vote, whether solely among themselves or with a party not a stockholder, is not invalid, as
148-27	between the parties to the agreement, on the ground that it so relates to the conduct of the
148-28	business and affairs of the corporation as to restrict or interfere with the discretion or powers of
148-29	the board of directors. The effect of any such agreement shall be to relieve the directors and
148-30	impose upon the stockholders who are parties to the agreement the liability for managerial acts or
148-31	omissions which is imposed on directors to the extent and so long as the discretion or powers of
148-32	the board in its management of corporate affairs is controlled by such agreement
148-33	7A-14-11. Management by stockholders. -- The certificate of incorporation of a close
148-34	corporation may provide that the business of the corporation shall be managed by the
149-1	stockholders of the corporation rather than by a board of directors. So long as this provision
149-2	continues in effect:
149-3	(1) No meeting of stockholders need be called to elect directors;
149-4	(2) Unless the context clearly requires otherwise, the stockholders of the corporation shall
149-5	be deemed to be directors for purposes of applying provisions of this chapter; and
149-6	(3) The stockholders of the corporation shall be subject to all liabilities of directors.
149-7	Such a provision may be inserted in the certificate of incorporation by amendment if all
149-8	incorporators and subscribers or all holders of record of all of the outstanding stock, whether or
149-9	not having voting power, authorize such a provision. An amendment to the certificate of
149-10	incorporation to delete such a provision shall be adopted by a vote of the holders of a majority of
149-11	all outstanding stock of the corporation, whether or not otherwise entitled to vote. If the
149-12	certificate of incorporation contains a provision authorized by this section, the existence of such
149-13	provision shall be noted conspicuously on the face or back of every stock certificate issued by
149-14	such corporation
149-15	7A-14-12. Appointment of custodian for close corporation. -- (a) In addition to section
149-16	7A-7-16 of this title respecting the appointment of a custodian for any corporation, the superior
149-17	court upon application of any stockholder, may appoint one or more persons to be custodians,
149-18	and, if the corporation is insolvent, to be receivers, of any close corporation when:
149-19	(1) Pursuant to section 7A-14-11 of this title the business and affairs of the corporation
149-20	are managed by the stockholders and they are so divided that the business of the corporation is
149-21	suffering or is threatened with irreparable injury and any remedy with respect to such deadlock
149-22	provided in the certificate of incorporation or bylaws or in any written agreement of the
149-23	stockholders has failed; or
149-24	(2) The petitioning stockholder has the right to the dissolution of the corporation under a
149-25	provision of the certificate of incorporation permitted by section 7A-14-15 of this title.
149-26	(b) In lieu of appointing a custodian for a close corporation under this section or section
149-27	7A-7-16 of this title the superior court may appoint a provisional director, whose powers and
149-28	status shall be as provided in section 7A-14-13 of this title if the superior court determines that it
149-29	would be in the best interest of the corporation. Such appointment shall not preclude any
149-30	subsequent order of the superior court appointing a custodian for such corporation.
149-31	7A-14-13. Appointment of a provisional director in certain cases. -- (a)
149-32	Notwithstanding any contrary provision of the certificate of incorporation or the bylaws or
149-33	agreement of the stockholders, the superior court may appoint a provisional director for a close
149-34	corporation if the directors are so divided respecting the management of the corporation's
150-1	business and affairs that the votes required for action by the board of directors cannot be obtained
150-2	with the consequence that the business and affairs of the corporation can no longer be conducted
150-3	to the advantage of the stockholders generally.
150-4	(b) An application for relief under this section must be filed: (1) by at least one half of the
150-5	number of directors then in office; (2) by the holders of at least one third of all stock then entitled
150-6	to elect directors; or (3) if there be more than one class of stock then entitled to elect one or more
150-7	directors, by the holders of two thirds of the stock of any such class; but the certificate of
150-8	incorporation of a close corporation may provide that a lesser proportion of the directors or of the
150-9	stockholders or of a class of stockholders may apply for relief under this section.
150-10	(c) A provisional director shall be an impartial person who is neither a stockholder nor a
150-11	creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further
150-12	qualifications, if any, may be determined by the superior court. A provisional director is not a
150-13	receiver of the corporation and does not have the title and powers of a custodian or receiver
150-14	appointed under sections 7A-7-17 and 7A-11-1 of this title. A provisional director shall have all
150-15	the rights and powers of a duly elected director of the corporation, including the right to notice of
150-16	and to vote at meetings of directors, until such time as such person shall be removed by order of
150-17	the superior court or by the holders of a majority of all shares then entitled to vote to elect
150-18	directors or by the holders of two thirds of the shares of that class of voting shares which filed the
150-19	application for appointment of a provisional director. A provisional director's compensation shall
150-20	be determined by agreement between such person and the corporation subject to approval of the
150-21	superior court, which may fix such person's compensation in the absence of agreement or in the
150-22	event of disagreement between the provisional director and the corporation.
150-23	(d) Even though the requirements of subsection (b) of this section relating to the number
150-24	of directors or stockholders who may petition for appointment of a provisional director are not
150-25	satisfied, the superior court may nevertheless appoint a provisional director if permitted by
150-26	subsection (b) of section 7A-14-12 of this title.
150-27	7A-14-14. Operating corporation as partnership. -- No written agreement among
150-28	stockholders of a close corporation, nor any provision of the certificate of incorporation or of the
150-29	bylaws of the corporation, which agreement or provision relates to any phase of the affairs of
150-30	such corporation, including but not limited to the management of its business or declaration and
150-31	payment of dividends or other division of profits or the election of directors or officers or the
150-32	employment of stockholders by the corporation or the arbitration of disputes, shall be invalid on
150-33	the ground that it is an attempt by the parties to the agreement or by the stockholders of the
150-34	corporation to treat the corporation as if it were a partnership or to arrange relations among the
151-1	stockholders or between the stockholders and the corporation in a manner that would be
151-2	appropriate only among partners.
151-3	7A-14-15. Stockholders' option to dissolve corporation. -- (a) The certificate of
151-4	incorporation of any close corporation may include a provision granting to any stockholder, or to
151-5	the holders of any specified number or percentage of shares of any class of stock, an option to
151-6	have the corporation dissolved at will or upon the occurrence of any specified event or
151-7	contingency. Whenever any such option to dissolve is exercised, the stockholders exercising such
151-8	option shall give written notice thereof to all other stockholders. After the expiration of thirty (30)
151-9	days following the sending of such notice, the dissolution of the corporation shall proceed as if
151-10	the required number of stockholders having voting power had consented in writing to dissolution
151-11	of the corporation as provided by section 7A-7-18 of this title.
151-12	(b) If the certificate of incorporation as originally filed does not contain a provision
151-13	authorized by subsection (a) of this section, the certificate may be amended to include such
151-14	provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or
151-15	not entitled to vote, unless the certificate of incorporation specifically authorizes such an
151-16	amendment by a vote which shall be not less than two thirds of all the outstanding stock whether
151-17	or not entitled to vote.
151-18	(c) Each stock certificate in any corporation whose certificate of incorporation authorizes
151-19	dissolution as permitted by this section shall conspicuously note on the face thereof the existence
151-20	of the provision. Unless noted conspicuously on the face of the stock certificate, the provision is
151-21	ineffective.
151-22	7A-14-16. Effect of this subchapter on other laws. -- This subchapter shall not be
151-23	deemed to repeal any statute or rule of law which is or would be applicable to any corporation
151-24	which is organized under this chapter but is not a close corporation.
151-25	CHAPTER 15. FOREIGN CORPORATIONS
151-26	7A-15-1. Definition -- Qualification to do business in state -- Procedure. -- (a) As
151-27	used in this chapter, the words "foreign corporation" mean a corporation organized under the laws
151-28	of any jurisdiction other than this State.
151-29	(b) No foreign corporation shall do any business in this state, through or by branch
151-30	offices, agents or representatives located in this state, until it shall have paid to the secretary of
151-31	state of this state for the use of this state, eighty dollars ($80.00), and shall have filed in the office
151-32	of the secretary of state:
151-33	(1) A certificate issued by an authorized officer of the jurisdiction of its incorporation
151-34	evidencing its corporate existence. If such certificate is in a foreign language, a translation
152-1	thereof, under oath of the translator, shall be attached thereto;
152-2	(2) A statement executed by an authorized officer of each corporation setting forth (i) the
152-3	name and address of its registered agent in this state, which agent shall be either an individual
152-4	resident in this state when appointed or another corporation authorized to transact business in this
152-5	state; (ii) a statement, as of a date not earlier than six (6) months prior to the filing date, of the
152-6	assets and liabilities of the corporation; and (iii) the business it proposes to do in this state, and a
152-7	statement that it is authorized to do that business in the jurisdiction of its incorporation. The
152-8	statement shall be acknowledged in accordance with section 7A-1-3 of this title.
152-9	(c) The certificate of the secretary of state, under seal of office, of the filing of the
152-10	certificates required by subsection (b) of this section, shall be delivered to the registered agent
152-11	upon the payment to the secretary of state of the fee prescribed for such certificates, and the
152-12	certificate shall be prima facie evidence of the right of the corporation to do business in this state;
152-13	provided, that the secretary of state shall not issue such certificate unless the name of the
152-14	corporation is such as to distinguish it upon the records in the office of the division of
152-15	corporations in the office of secretary of state from the names that are reserved on such records
152-16	and from the names on such records of each other corporation, partnership, limited partnership,
152-17	limited liability company or statutory trust organized or registered as a domestic or foreign
152-18	corporation, partnership, limited partnership, limited liability company or statutory trust under the
152-19	laws of this state, except with the written consent of the person who has reserved such name or
152-20	such other corporation, partnership, limited partnership, limited liability company or statutory
152-21	trust, executed, acknowledged and filed with the secretary of state in accordance with section 7A-
152-22	1-3 of this title. If the name of the foreign corporation conflicts with the name of a corporation,
152-23	partnership, limited partnership, limited liability company or statutory trust organized under the
152-24	laws of this State, or a name reserved for a corporation, partnership, limited partnership, limited
152-25	liability company or statutory trust to be organized under the laws of this state, or a name
152-26	reserved or registered as that of a foreign corporation, partnership, limited partnership, limited
152-27	liability company or statutory trust under the laws of this state, the foreign corporation may
152-28	qualify to do business if it adopts an assumed name which shall be used when doing business in
152-29	this state as long as the assumed name is authorized for use by this section.
152-30	7A-15-2. Additional requirements in case of change of name, change of business
152-31	purpose or merger or consolidation. -- (a) Every foreign corporation admitted to do business in
152-32	this state which shall change its corporate name, or enlarge, limit or otherwise change the
152-33	business which it proposes to do in this state, shall, within thirty (30) days after the time said
152-34	change becomes effective, file with the secretary of state a certificate, which shall set forth:
153-1	(1) The name of the foreign corporation as it appears on the records of the secretary of
153-2	state of this state;
153-3	(2) The jurisdiction of its incorporation;
153-4	(3) The date it was authorized to do business in this State;
153-5	(4) If the name of the foreign corporation has been changed, a statement of the name
153-6	relinquished, a statement of the new name and a statement that the change of name has been
153-7	effected under the laws of the jurisdiction of its incorporation and the date the change was
153-8	effected;
153-9	(5) If the business it proposes to do in this state is to be enlarged, limited or otherwise
153-10	changed, a statement reflecting such change and a statement that it is authorized to do in the
153-11	jurisdiction of its incorporation the business which it proposes to do in this state.
153-12	(b) Whenever a foreign corporation authorized to transact business in this state shall be
153-13	the survivor of a merger permitted by the laws of the state or country in which it is incorporated,
153-14	it shall, within thirty (30) days after the merger becomes effective, file a certificate, issued by the
153-15	proper officer of the state or country of its incorporation, attesting to the occurrence of such
153-16	event. If the merger has changed the corporate name of such foreign corporation or has enlarged,
153-17	limited or otherwise changed the business it proposes to do in this state, it shall also comply with
153-18	subsection (a) of this section.
153-19	(c) Whenever a foreign corporation authorized to transact business in this state ceases to
153-20	exist because of a statutory merger or consolidation, it shall comply with section 7A-15-11 of this
153-21	title.
153-22	(d) The secretary of state shall be paid, for the use of the state, fifty dollars ($50.00) for
153-23	filing and indexing each certificate required by subsection (a) or (b) of this section, and in the
153-24	event of a change of name an additional twenty dollars ($20.00) shall be paid for a certificate to
153-25	be issued as evidence of filing the change of name.
153-26	7A-15-3. Exceptions to requirements. -- (a) No foreign corporation shall be required to
153-27	comply with section 7A-15-1 and 7A-15-2 of this title, under any of the following conditions:
153-28	(1) If it is in the mail order or a similar business, merely receiving orders by mail or
153-29	otherwise in pursuance of letters, circulars, catalogs or other forms of advertising, or solicitation,
153-30	accepting the orders outside this state, and filling them with goods shipped into this state;
153-31	(2) If it employs salespersons, either resident or traveling, to solicit orders in this state,
153-32	either by display of samples or otherwise (whether or not maintaining sales offices in this State),
153-33	all orders being subject to approval at the offices of the corporation without this state, and all
153-34	goods applicable to the orders being shipped in pursuance thereof from without this State to the
154-1	vendee or to the seller or such seller's agent for delivery to the vendee, and if any samples kept
154-2	within this state are for display or advertising purposes only, and no sales, repairs or replacements
154-3	are made from stock on hand in this state;
154-4	(3) If it sells, by contract consummated outside this state, and agrees, by the contract, to
154-5	deliver into this state, machinery, plants or equipment, the construction, erection or installation of
154-6	which within this State requires the supervision of technical engineers or skilled employees
154-7	performing services not generally available, and as a part of the contract of sale agrees to furnish
154-8	such services, and such services only, to the vendee at the time of construction, erection or
154-9	installation;
154-10	(4) If its business operations within this state, although not falling within the terms of
154-11	paragraphs (1), (2) and (3) of this subsection or any of them, are nevertheless wholly interstate in
154-12	character;
154-13	(5) If it is an insurance company doing business in this state;
154-14	(6) If it creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens
154-15	on real or personal property;
154-16	(7) If it secures or collects debts or enforces any rights in property securing the same.
154-17	(b) This section shall have no application to the question of whether any foreign
154-18	corporation is subject to service of process and suit in this state under section 7A-15-12 of this
154-19	title or any other law of this state.
154-20	7A-15-4. Annual report. -- On or before the 30th day of March in each year, a foreign
154-21	corporation doing business in this state shall file a report with the secretary of state. The report
154-22	shall be made on behalf of the corporation by its president, secretary, treasurer or other officer
154-23	duly authorized so to act, or by any two (2) of its directors, or by any incorporator in the event its
154-24	board of directors shall not have been elected. The fact that an individual's name is signed on a
154-25	certification attached to a corporate report shall be prima facie evidence that such individual is
154-26	authorized to certify the report on behalf of the corporation; however the official title or position
154-27	of the individual signing the corporate report shall be designated. The report shall be on a
154-28	calendar year basis and shall state the address (which shall include the street, number, city and
154-29	county) of its registered office in this state; the name of its registered agent at such address upon
154-30	whom service of process against the corporation may be served; the address (which shall include
154-31	the street, number, city, state or foreign country) of the main or headquarters place of business of
154-32	the corporation without this state; the names and addresses of all the directors and officers of the
154-33	corporation and when the term of each expires; the date appointed for the next annual meeting of
154-34	the stockholders for the election of directors; the number of shares of each class of its capital
155-1	stock which it is authorized to issue, if any, and the par value thereof when applicable; and the
155-2	number of shares of each class of the capital stock actually issued, if any; the amount of capital
155-3	invested in real estate and other property in this State, and the tax paid thereon; and, if exempt
155-4	from taxation in this state for any cause, the specific facts entitling the corporation to such
155-5	exemption from taxation.
155-6	7A-15-5. Failure to file report. -- Upon the failure, neglect or refusal of any foreign
155-7	corporation to file an annual report as required by section 7A-15-14 of this title, the secretary of
155-8	state may, in the secretary of state's discretion, investigate the reasons therefor and shall terminate
155-9	the right of the foreign corporation to do business within this State upon failure of the corporation
155-10	to file an annual report within any two (2)-year period.
155-11	7A-15-6. Service of process upon qualified foreign corporations. -- (a) All process
155-12	issued out of any court of this state, all orders made by any court of this state, all rules and notices
155-13	of any kind required to be served on any foreign corporation which has qualified to do business in
155-14	this state may be served on the registered agent of the corporation designated in accordance with
155-15	section 7A-15-1 of this title, or, if there be no such agent, then on any officer, director or other
155-16	agent of the corporation then in this state.
155-17	(b) In case the officer whose duty it is to serve legal process cannot by due diligence
155-18	serve the process in any manner provided for by subsection (a) of this section, it shall be lawful to
155-19	serve the process against the corporation upon the secretary of state and such service shall be as
155-20	effectual for all intents and purposes as if made in any of the ways provided for in subsection (a)
155-21	of this section. In the event of service upon the secretary of state pursuant to this subsection, the
155-22	secretary of state shall forthwith notify the corporation by letter, certified mail, return receipt
155-23	requested, directed to the corporation at its principal place of business as it appears on the last
155-24	annual report filed pursuant to section 7A-15-4 of this title or, if no such address appears, at its
155-25	last registered office. Such letter shall enclose a copy of the process and any other papers served
155-26	upon the secretary of state pursuant to this subsection. It shall be the duty of the plaintiff in the
155-27	event of such service to serve process and any other papers in duplicate, to notify the secretary of
155-28	state that service is being effected pursuant to this subsection, and to pay the secretary of state the
155-29	sum of fifty dollars ($50.00) for the use of the state, which sum shall be taxed as a part of the
155-30	costs in the proceeding if the plaintiff shall prevail therein. The secretary of state shall maintain
155-31	an alphabetical record of any such service setting forth the name of the plaintiff and the
155-32	defendant, the title, docket number and nature of the proceeding in which process has been served
155-33	upon the secretary of state, the fact that service has been effected pursuant to this subsection, the
155-34	return date thereof, and the day and hour when the service was made. The secretary of state shall
156-1	not be required to retain such information for a period longer than five (5) years from receipt of
156-2	such service.
156-3	7A-15-7. Change of registered agent. -- (a) Any foreign corporation, which has
156-4	qualified to do business in this state, may change its registered agent and substitute another
156-5	registered agent by filing a certificate with the secretary of state, acknowledged in accordance
156-6	with section 7A-1-3 of this title, setting forth: (1) The name and address of its registered agent
156-7	designated in this state upon whom process directed to said corporation may be served; and (2) a
156-8	revocation of all previous appointments of agent for such purposes. Such registered agent shall be
156-9	either an individual residing in this state when appointed or a corporation authorized to transact
156-10	business in this state.
156-11	(b) Any individual or corporation designated by a foreign corporation as its registered
156-12	agent for service of process may resign by filing with the secretary of state a signed statement that
156-13	the registered agent is unwilling to continue to act as the registered agent of the corporation for
156-14	service of process, including in the statement the post-office address of the main or headquarters
156-15	office of the foreign corporation, but such resignation shall not become effective until thirty (30)
156-16	days after the statement is filed. The statement shall be acknowledged by the registered agent and
156-17	shall contain a representation that written notice of resignation was given to the corporation at
156-18	least thirty (30) days prior to the filing of the statement by mailing or delivering such notice to the
156-19	corporation at its address given in the statement.
156-20	(c) If any agent designated and certified as required by section 7-15-1 of this title shall
156-21	die or remove from this state, or resign, then the foreign corporation for which the agent had been
156-22	so designated and certified shall, within ten (10) days after the death, removal or resignation of its
156-23	agent, substitute, designate and certify to the secretary of state, the name of another registered
156-24	agent for the purposes of this subchapter, and all process, orders, rules and notices mentioned in
156-25	section 7A-15-6 of this title may be served on or given to the substituted agent with like effect as
156-26	is prescribed in that section
156-27	7A-15-8. Penalties for noncompliance. -- Any foreign corporation doing business of
156-28	any kind in this state without first having complied with any section of this subchapter applicable
156-29	to it, shall be fined not less than two hundred dollars ($200) nor more than five hundred dollars
156-30	($500) for each such offense. Any agent of any foreign corporation that shall do any business in
156-31	this state for any foreign corporation before the foreign corporation has complied with any section
156-32	of this subchapter applicable to it, shall be fined not less than one hundred dollars ($100) nor
156-33	more than five hundred dollars ($500) for each such offense
156-34	7A-15-9. Banking powers denied. -- (a) No foreign corporation shall, within the limits
157-1	of this state, by any implication or construction, be deemed to possess the power of discounting
157-2	bills, notes or other evidence of debt, of receiving deposits, of buying and selling bills of
157-3	exchange, or of issuing bills, notes or other evidences of debt upon loan for circulation as money,
157-4	anything in its charter or articles of incorporation to the contrary notwithstanding, except as
157-5	otherwise provided by general or special law.
157-6	(b) All certificates issued by the secretary of state under section 7A-15-1 of this title shall
157-7	expressly set forth the limitations and restrictions contained in this section
157-8	7A-15-10. Foreign corporation as fiduciary in this state. -- A corporation organized
157-9	and doing business under the laws of the District of Columbia or of any state of the United States
157-10	other than Rhode Island, duly authorized by its certificate of incorporation or bylaws so to act,
157-11	may be appointed by any last will and testament or other testamentary writing, probated within
157-12	this state, or by a deed of trust, mortgage or other agreement, as executor, guardian, trustee or
157-13	other fiduciary, and may act as such within this state, when and to the extent that the laws of the
157-14	District of Columbia or of the state in which the foreign corporation is organized confer like
157-15	powers upon corporations organized and doing business under the laws of this state.
157-16	7A-15-11. Withdrawal of foreign corporation from state – Procedure -- Service of
157-17	process on secretary of state. -- (a) Any foreign corporation which shall have qualified to do
157-18	business in this state under section 7A-15-1 of this title, may surrender its authority to do business
157-19	in this state and may withdraw therefrom by filing with the secretary of state:
157-20	(1) A certificate executed in accordance with section 7A-1-3 of this title, stating that it
157-21	surrenders its authority to transact business in the state and withdraws therefrom; and stating the
157-22	address to which the secretary of state may mail any process against the corporation that may be
157-23	served upon the secretary of state, or
157-24	(2) A copy of a certificate of dissolution issued by the proper official of the state or other
157-25	jurisdiction of its incorporation, certified to be a true copy under the hand and official seal of the
157-26	official, together with a certificate, which shall be executed in accordance with paragraph (1) of
157-27	this subsection, stating the address to which the secretary of state may mail any process against
157-28	the corporation that may be served upon the secretary of state; or
157-29	(3) A copy of an order or decree of dissolution made by any court of competent
157-30	jurisdiction or other competent authority of the state or other jurisdiction of its incorporation,
157-31	certified to be a true copy under the hand of the clerk of the court or other official body, and the
157-32	official seal of the court or official body or clerk thereof, together with a certificate executed in
157-33	accordance with paragraph (1) of this subsection, stating the address to which the secretary of
157-34	state may mail any process against the corporation that may be served upon the secretary of state.
158-1	(b) The secretary of state shall, upon payment to the secretary of state of the fees
158-2	prescribed in section 7A-17-1 of this title, issue a sufficient number of certificates, under the
158-3	secretary of state's hand and official seal, evidencing the surrender of the authority of the
158-4	corporation to do business in this state and its withdrawal therefrom. One of the certificates shall
158-5	be furnished to the corporation withdrawing and surrendering its right to do business in this state;
158-6	one certificate shall be delivered to the agent of the corporation designated as such immediately
158-7	prior to the withdrawal.
158-8	(c) Upon the issuance of the certificates by the secretary of state, the appointment of the
158-9	registered agent of the corporation in this state, upon whom process against the corporation may
158-10	be served, shall be revoked, and the corporation shall be deemed to have consented that service of
158-11	process in any action, suit or proceeding based upon any cause of action arising in this state,
158-12	during the time the corporation was authorized to transact business in this state, may thereafter be
158-13	made by service upon the secretary of state.
158-14	(d) In the event of service upon the secretary of state in accordance with subsection (c) of
158-15	this section, the secretary of state shall forthwith notify the corporation by letter, certified mail,
158-16	return receipt requested, directed to the corporation at the address stated in the certificate which
158-17	was filed by the corporation with the secretary of state pursuant to subsection (a) of this section.
158-18	Such letter shall enclose a copy of the process and any other papers served upon the secretary of
158-19	state. It shall be the duty of the plaintiff in the event of such service to serve process and any
158-20	other papers in duplicate, to notify the secretary of state that service is being made pursuant to
158-21	this subsection, and to pay the secretary of state the sum of fifty dollars ($50.00) for the use of the
158-22	state, which sum shall be taxed as part of the cost of the action, suit or proceeding if the plaintiff
158-23	shall prevail therein. The secretary of state shall maintain an alphabetical record of such service
158-24	setting forth the name of the plaintiff and defendant, the title, docket number and nature of the
158-25	proceeding in which the process has been served upon the secretary of state, the fact that service
158-26	has been effected pursuant to this subsection, the return date thereof, and the day and hour when
158-27	the service was made. The secretary of state shall not be required to retain such information for a
158-28	period longer than five (5) years from receipt of the service of process.
158-29	7A-15-12. Service of process on nonqualifying foreign corporations. -- (a) Any
158-30	foreign corporation which shall transact business in this State without having qualified to do
158-31	business under section 7A-15-1 of this title shall be deemed to have thereby appointed and
158-32	constituted the secretary of state of this state its agent for the acceptance of legal process in any
158-33	civil action, suit or proceeding against it in any state or federal court in this state arising or
158-34	growing out of any business transacted by it within this state. The transaction of business in this
159-1	state by such corporation shall be a signification of the agreement of such corporation that any
159-2	such process when so served shall be of the same legal force and validity as if served upon an
159-3	authorized officer or agent personally within this state.
159-4	(b) Section 7A-15-3 of this title shall not apply in determining whether any foreign
159-5	corporation is transacting business in this state within the meaning of this section; and "the
159-6	transaction of business" or "business transacted in this state," by any such foreign corporation,
159-7	whenever those words are used in this section, shall mean the course or practice of carrying on
159-8	any business activities in this state, including, without limiting the generality of the foregoing, the
159-9	solicitation of business or orders in this state. This section shall not apply to any insurance
159-10	company doing business in this state.
159-11	(c) In the event of service upon the secretary of state in accordance with subsection (a) of
159-12	this section, the secretary of state shall forthwith notify the corporation thereof by letter, certified
159-13	mail, return receipt requested, directed to the corporation at the address furnished to the Secretary
159-14	of state by the plaintiff in such action, suit or proceeding. Such letter shall enclose a copy of the
159-15	process and any other papers served upon the secretary of state. It shall be the duty of the plaintiff
159-16	in the event of such service to serve process and any other papers in duplicate, to notify the
159-17	secretary of state that service is being made pursuant to this subsection, and to pay the secretary
159-18	of state the sum of fifty dollars ($50.00) for the use of the state, which sum shall be taxed as a
159-19	part of the costs in the proceeding if the plaintiff shall prevail therein. The secretary of state shall
159-20	maintain an alphabetical record of any such process setting forth the name of the plaintiff and
159-21	defendant, the title, docket number and nature of the proceeding in which process has been served
159-22	upon the secretary of state, the fact that service has been effected pursuant to this subsection, the
159-23	return date thereof, and the day and hour when the service was made. The secretary of state shall
159-24	not be required to retain such information for a period longer than five (5) years from receipt of
159-25	the service of process.
159-26	7A-15-13. Actions by and against unqualified foreign corporations. -- (a) A foreign
159-27	corporation which is required to comply with sections 7A-15-1 and 7A-15-2 of this title and
159-28	which has done business in this state without authority shall not maintain any action or special
159-29	proceeding in this state unless and until such corporation has been authorized to do business in
159-30	this state and has paid to the state all fees, penalties and franchise taxes for the years or parts
159-31	thereof during which it did business in this state without authority. This prohibition shall not
159-32	apply to any successor in interest of such foreign corporation.
159-33	(b) The failure of a foreign corporation to obtain authority to do business in this state
159-34	shall not impair the validity of any contract or act of the foreign corporation or the right of any
160-1	other party to the contract to maintain any action or special proceeding thereon, and shall not
160-2	prevent the foreign corporation from defending any action or special proceeding in this state.
160-3	7A-15-14. Foreign corporations doing business without having qualified --
160-4	Injunctions. -- The superior court shall have jurisdiction to enjoin any foreign corporation, or any
160-5	agent thereof, from transacting any business in this state if such corporation has failed to comply
160-6	with any section of this chapter applicable to it or if such corporation has secured a certificate of
160-7	the secretary of state under section 7A-15-1 of this title on the basis of false or misleading
160-8	representations. The attorney general shall, upon the attorney general's own motion or upon the
160-9	relation of proper parties, proceed for this purpose by complaint in any county in which such
160-10	corporation is doing business.
160-11	7A-15-15. Filing of certain instruments with recorder of deeds not required. -- No
160-12	instrument that is required to be filed with the secretary of state of this state by this subchapter
160-13	need be filed with the recorder of deeds of any county of this state in order to comply with this
160-14	chapter.
160-15	CHAPTER 16. DOMESTICATION AND TRANSFER
160-16	7A-16-1. Domestication of non-United States entities. -- (a) As used in this section, the
160-17	term:
160-18	(1) "Foreign jurisdiction" means any foreign country or other foreign jurisdiction (other
160-19	than the United States, any state, the District of Columbia, or any possession or territory of the
160-20	United States); and
160-21	(2) "Non-United States entity" means a corporation, a limited liability company, a
160-22	statutory trust, a business trust or association, a real estate investment trust, a common-law trust,
160-23	or any other unincorporated business or entity, including a partnership (whether general
160-24	(including a limited liability partnership) or limited (including a limited liability limited
160-25	partnership)), formed, incorporated, created or that otherwise came into being under the laws of
160-26	any foreign jurisdiction.
160-27	(b) Any non-United States entity may become domesticated as a corporation in this state
160-28	by complying with subsection (h) of this section and filing with the secretary of state:
160-29	(1) A certificate of corporate domestication which shall be executed in accordance with
160-30	subsection (g) of this section and filed in accordance with section 7A-1-3 of this title; and
160-31	(2) A certificate of incorporation, which shall be executed, acknowledged and filed in
160-32	accordance with section 7A-1-3 of this title.
160-33	(c) The certificate of corporate domestication shall certify:
160-34	(1) The date on which and jurisdiction where the non-United States entity was first
161-1	formed, incorporated, created or otherwise came into being;
161-2	(2) The name of the non-United States entity immediately prior to the filing of the
161-3	certificate of corporate domestication;
161-4	(3) The name of the corporation as set forth in its certificate of incorporation filed in
161-5	accordance with subsection (b) of this section;
161-6	(4) The jurisdiction that constituted the seat, siege social, or principal place of business or
161-7	central administration of the non-United States entity or any other equivalent thereto under
161-8	applicable law, immediately prior to the filing of the certificate of corporate domestication; and
161-9	(5) That the domestication has been approved in the manner provided for by the
161-10	document, instrument, agreement or other writing, as the case may be, governing the internal
161-11	affairs of the non-United States entity and the conduct of its business or by applicable non-Rhode
161-12	Island law, as appropriate.
161-13	(d) Upon the certificate of corporate domestication and the certificate of incorporation
161-14	becoming effective in accordance with section 7A-1-1 of this title, the non-United States entity
161-15	shall be domesticated as a corporation in this state and the corporation shall thereafter be subject
161-16	to all of the provisions of this title, except that notwithstanding section 7A-1-6 of this title, the
161-17	existence of the corporation shall be deemed to have commenced on the date the non-United
161-18	States entity commenced its existence in the jurisdiction in which the non-United States entity
161-19	was first formed, incorporated, created or otherwise came into being.
161-20	(e) The domestication of any non-United States entity as a corporation in this state shall
161-21	not be deemed to affect any obligations or liabilities of the non-United States entity incurred prior
161-22	to its domestication as a corporation in this state, or the personal liability of any person therefor.
161-23	(f) The filing of a certificate of corporate domestication shall not affect the choice of law
161-24	applicable to the non-United States entity, except that, from the effective time of the
161-25	domestication, the law of the state of Rhode Island, including this title, shall apply to the non-
161-26	United States entity to the same extent as if the non-United States entity had been incorporated as
161-27	a corporation of this state on that date.
161-28	(g) The certificate of corporate domestication shall be signed by any person who is
161-29	authorized to sign the certificate of corporate domestication on behalf of the non-United States
161-30	entity.
161-31	(h) Prior to the filing of a certificate of corporate domestication with the secretary of
161-32	state, the domestication shall be approved in the manner provided for by the document,
161-33	instrument, agreement or other writing, as the case may be, governing the internal affairs of the
161-34	non-United States entity and the conduct of its business or by applicable non-Rhode Island law,
162-1	as appropriate, and the certificate of incorporation shall be approved by the same authorization
162-2	required to approve the domestication.
162-3	(i) When a non-United States entity has become domesticated as a corporation pursuant
162-4	to this section, for all purposes of the laws of the state of Rhode Island, the corporation shall be
162-5	deemed to be the same entity as the domesticating non-United States entity and the domestication
162-6	shall constitute a continuation of the existence of the domesticating non-United States entity in
162-7	the form of a corporation of this state. When any domestication shall have become effective under
162-8	this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges
162-9	and powers of the non-United States entity that has been domesticated, and all property, real,
162-10	personal and mixed, and all debts due to such non-United States entity, as well as all other things
162-11	and causes of action belonging to such non-United States entity, shall remain vested in the
162-12	corporation to which such non-United States entity has been domesticated (and also in the non-
162-13	United States entity, if and for so long as the non-United States entity continues its existence in
162-14	the foreign jurisdiction in which it was existing immediately prior to the domestication) and shall
162-15	be the property of such corporation (and also of the non-United States entity, if and for so long as
162-16	the non-United States entity continues its existence in the foreign jurisdiction in which it was
162-17	existing immediately prior to the domestication), and the title to any real property vested by deed
162-18	or otherwise in such non-United States entity shall not revert or be in any way impaired by reason
162-19	of this title; but all rights of creditors and all liens upon any property of such non-United States
162-20	entity shall be preserved unimpaired, and all debts, liabilities and duties of the non-United States
162-21	entity that has been domesticated shall remain attached to the corporation to which such non-
162-22	United States entity has been domesticated (and also to the non-United States entity, if and for so
162-23	long as the non-United States entity continues its existence in the foreign jurisdiction in which it
162-24	was existing immediately prior to the domestication), and may be enforced against it to the same
162-25	extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its
162-26	capacity as such corporation. The rights, privileges, powers and interests in property of the non-
162-27	United States entity, as well as the debts, liabilities and duties of the non-United States entity,
162-28	shall not be deemed, as a consequence of the domestication, to have been transferred to the
162-29	corporation to which such non-United States entity has domesticated for any purpose of the laws
162-30	of the state of Rhode Island.
162-31	(j) Unless otherwise agreed or otherwise required under applicable non-Rhode Island law,
162-32	the domesticating non-United States entity shall not be required to wind up its affairs or pay its
162-33	liabilities and distribute its assets, and the domestication shall not be deemed to constitute a
162-34	dissolution of such non-United States entity. If, following domestication, a non-United States
163-1	entity that has become domesticated as a corporation of this state continues its existence in the
163-2	foreign jurisdiction in which it was existing immediately prior to domestication, the corporation
163-3	and such non-United States entity shall, for all purposes of the laws of the state of Rhode Island,
163-4	constitute a single entity formed, incorporated, created or otherwise having come into being, as
163-5	applicable, and existing under the laws of the state of Rhode Island and the laws of such foreign
163-6	jurisdiction.
163-7	(k) In connection with a domestication under this section, shares of stock, rights or
163-8	securities of, or interests in, the non-United States entity that is to be domesticated as a
163-9	corporation of this state may be exchanged for or converted into cash, property, or shares of
163-10	stock, rights or securities of such corporation or, in addition to or in lieu thereof, may be
163-11	exchanged for or converted into cash, property, or shares of stock, rights or securities of, or
163-12	interests in, another corporation or other entity or may be cancelled
163-13	7A-16-2. Temporary transfer of domicile into this state. -- (a) As used in this section:
163-14	(1) The term "foreign jurisdiction" and the term "non-United States entity" shall have the
163-15	same meanings as set forth in section 7A-16-1(a) of this title.
163-16	(2) The terms "officers" and "directors" include, in addition to such persons, trustees,
163-17	managers, partners and all other persons performing functions equivalent to those of officers and
163-18	directors, however named or described in any relevant instrument.
163-19	(3) The term "emergency condition" shall be deemed to include but not be limited to any
163-20	of the following:
163-21	(i) War or other armed conflict;
163-22	(ii) Revolution or insurrection;
163-23	(iii) Invasion or occupation by foreign military forces;
163-24	(iv) Rioting or civil commotion of an extended nature;
163-25	(v) Domination by a foreign power;
163-26	(vi) Expropriation, nationalization or confiscation of a material part of the assets or
163-27	property of the non-United States entity;
163-28	(vii) Impairment of the institution of private property (including private property held
163-29	abroad);
163-30	(viii) The taking of any action under the laws of the United States whereby persons
163-31	resident in the jurisdiction, the law of which governs the internal affairs of the non-United States
163-32	entity, might be treated as "enemies" or otherwise restricted under laws of the United States
163-33	relating to trading with enemies of the United States;
163-34	(ix) The immediate threat of any of the foregoing; and
164-1	(x) Such other event which, under the law of the jurisdiction governing the internal
164-2	affairs of the non-United States entity, permits the non-United States entity to transfer its
164-3	domicile.
164-4	(b) Any non-United States entity may, subject to and upon compliance with this section,
164-5	transfer its domicile (which term, as used in this section, shall be deemed to refer in addition to
164-6	the seat, siege social or principal place of business or central administration of such entity, or any
164-7	other equivalent thereto under applicable law) into this state, and may perform the acts described
164-8	in this section, so long as the law by which the internal affairs of such entity are governed does
164-9	not expressly prohibit such transfer.
164-10	(c) Any non-United States entity that shall propose to transfer its domicile into this state
164-11	shall submit to the secretary of state for the secretary of state's review, at least thirty (30) days
164-12	prior to the proposed transfer of domicile, the following:
164-13	(1) A copy of its certificate of incorporation and bylaws (or the equivalent thereof under
164-14	applicable law), certified as true and correct by the appropriate director, officer or government
164-15	official;
164-16	(2) A certificate issued by an authorized official of the jurisdiction the law of which
164-17	governs the internal affairs of the non-United States entity evidencing its existence;
164-18	(3) A list indicating the person or persons who, in the event of a transfer pursuant to this
164-19	section, shall be the authorized officers and directors of the non-United States entity, together
164-20	with evidence of their authority to act and their respective executed agreements in writing
164-21	regarding service of process as set out in subsection (j) of this section;
164-22	(4) A certificate executed by the appropriate officer or director of the non-United States
164-23	entity, setting forth:
164-24	(i) The name and address of its registered agent in this State;
164-25	(ii). A general description of the business in which it is engaged;
164-26	(iii) That the filing of such certificate has been duly authorized by any necessary action
164-27	and does not violate the certificate of incorporation or bylaws (or equivalent thereof under
164-28	applicable law) or any material agreement or instrument binding on such entity;
164-29	(iv) A list indicating the person or persons authorized to sign the written communications
164-30	required by subsection (e) of this section;
164-31	(v) An affirmance that such transfer is not expressly prohibited under the law by which
164-32	the internal affairs of the non-United States entity are governed; and
164-33	(vi) An undertaking that any transfer of domicile into this State will take place only in the
164-34	event of an emergency condition in the jurisdiction the law of which governs the internal affairs
165-1	of the non-United States entity and that such transfer shall continue only so long as such
165-2	emergency condition, in the judgment of the non-United States entity's management, so requires;
165-3	and
165-4	(5) The examination fee prescribed under section 7A-16-4 of this title.
165-5	If any of the documents referred to in paragraphs (1)-(5) of this subsection are not in
165-6	English, a translation thereof, under oath of the translator, shall be attached thereto. If such
165-7	documents satisfy the requirements of this section, and if the name of the non-United States entity
165-8	meets the requirements of section 7A-1-2(a)(1) of this title, the secretary of state shall notify the
165-9	non-United States entity that such documents have been accepted for filing, and the records of the
165-10	secretary of state shall reflect such acceptance and such notification. In addition, the Secretary of
165-11	state shall enter the name of the non-United States entity on the secretary of state's reserved list to
165-12	remain there so long as the non-United States entity is in compliance with this section. No
165-13	document submitted under this subsection shall be available for public inspection pursuant to and
165-14	unless, such entity effects a transfer of its domicile as provided in this section. The secretary of
165-15	state may waive the thirty (30)-day period and translation requirement provided for in this
165-16	subsection upon request by such entity, supported by facts (including, without limitation, the
165-17	existence of an emergency condition) justifying such waiver.
165-18	(d) On or before March 1 in each year, prior to the transfer of its domicile as provided for
165-19	in subsection (e) of this section, during any such transfer and, in the event that it desires to
165-20	continue to be subject to a transfer of domicile under this section, after its domicile has ceased to
165-21	be in this state, the non-United States entity shall file a certificate executed by an appropriate
165-22	officer or director of the non-United States entity, certifying that the documents submitted
165-23	pursuant to this section remain in full force and effect or attaching any amendments or
165-24	supplements thereto and translated as required in subsection (c) of this section, together with the
165-25	filing fee prescribed under section 7A-16-4 of this title. In the event that any non-United States
165-26	entity fails to file the required certificate on or before March 1 in each year, all certificates and
165-27	filings made pursuant to this section shall become null and void on March 2 in such year, and any
165-28	proposed transfer thereafter shall be subject to all of the required submissions and the
165-29	examination fee set forth in subsection (c) of this section.
165-30	(e) If the secretary of state accepts the documents submitted pursuant to subsection (c) of
165-31	this section for filing, such entity may transfer its domicile to this state at any time by means of a
165-32	written communication to such effect addressed to the secretary of state, signed by one of the
165-33	persons named on the list filed pursuant to subparagraph d of paragraph (4) of subsection (c) of
165-34	this section, and confirming that the statements made pursuant to paragraph (4) of subsection (c)
166-1	of this section remain true and correct; provided, that if emergency conditions have affected
166-2	ordinary means of communication, such notification may be made by telegram, telex, telecopy or
166-3	other form of writing so long as a duly signed duplicate is received by the secretary of state
166-4	within thirty (30) days thereafter. The records of the secretary of state shall reflect the fact of such
166-5	transfer. Upon the payment to the secretary of state of the fee prescribed under section 7A-16-4 of
166-6	this title, the secretary of state shall certify that the non-United States entity has filed all
166-7	documents and paid all fees required by this title. Such certificate of the secretary of state shall be
166-8	prima facie evidence of transfer by such non-United States entity of its domicile into this state.
166-9	(f) Except to the extent expressly prohibited by the laws of this state, from and after the
166-10	time that a non-United States entity transfers its domicile to this state pursuant to this section, the
166-11	non-United States entity shall have all of the powers which it had immediately prior to such
166-12	transfer under the law of the jurisdiction governing its internal affairs and the directors and
166-13	officers designated pursuant to paragraph (3) of subsection (c) of this section, and their
166-14	successors, may manage the business and affairs of the non-United States entity in accordance
166-15	with the laws of such jurisdiction. Any such activity conducted pursuant to this section shall not
166-16	be deemed to be doing business within this state for purposes of section 7A-15-1 of this title. Any
166-17	reference in this section to the law of the jurisdiction governing the internal affairs of a non-
166-18	United States entity which has transferred its domicile into this state shall be deemed to be a
166-19	reference to such law as in effect immediately prior to the transfer of domicile.
166-20	(g) For purposes of any action in the courts of this State, no non-United States entity
166-21	which has obtained the certificate of the secretary of state referred to in subsection (e) of this
166-22	section shall be deemed to be an "enemy" person or entity for any purpose, including, without
166-23	limitation, in relation to any claim of title to its assets, wherever located, or to its ability to
166-24	institute suit in said courts.
166-25	(h) The transfer by any non-United States entity of its domicile into this state shall not be
166-26	deemed to affect any obligations or liabilities of such non-United States entity incurred prior to
166-27	such transfer.
166-28	(i) The directors of any non-United States entity which has transferred its domicile into
166-29	this state may withhold from any holder of equity interests in such entity any amounts payable to
166-30	such holder on account of dividends or other distributions, if the directors shall determine that
166-31	such holder will not have the full benefit of such payment, so long as the directors shall make
166-32	provision for the retention of such withheld payment in escrow or under some similar
166-33	arrangement for the benefit of such holder.
166-34	(j) All process issued out of any court of this state, all orders made by any court of this
167-1	state and all rules and notices of any kind required to be served on any non-United States entity
167-2	which has transferred its domicile into this state may be served on the non-United States entity
167-3	pursuant to section 7A-13-1 of this title in the same manner as if such entity were a corporation of
167-4	this state. The directors of a non-United States entity which has transferred its domicile into this
167-5	state shall agree in writing that they will be amenable to service of process by the same means as,
167-6	and subject to the jurisdiction of the courts of this state to the same extent as are directors of
167-7	corporations of this state, and such agreements shall be submitted to the secretary of state for
167-8	filing before the respective directors take office.
167-9	(k) Any non-United States entity which has transferred its domicile into this state may
167-10	voluntarily return to the jurisdiction the law of which governs its internal affairs by filing with the
167-11	secretary of state an application to withdraw from this state. Such application shall be
167-12	accompanied by a resolution of the directors of the non-United States entity authorizing such
167-13	withdrawal and by a certificate of the highest diplomatic or consular official of such jurisdiction
167-14	accredited to the United States indicating the consent of such jurisdiction to such withdrawal. The
167-15	application shall also contain, or be accompanied by, the agreement of the non-United States
167-16	entity that it may be served with process in this state in any proceeding for enforcement of any
167-17	obligation of the non-United States entity arising prior to its withdrawal from this state, which
167-18	agreement shall include the appointment of the secretary of state as the agent of the non-United
167-19	states entity to accept service of process in any such proceeding and shall specify the address to
167-20	which a copy of process served upon the secretary of state shall be mailed. Upon the payment of
167-21	any fees and taxes owed to this state, the secretary of state shall file the application and the non-
167-22	United States entity's domicile shall, as of the time of filing, cease to be in this state.
167-23	7A-16-3. Transfer, domestication or continuance of domestic corporations. -- (a)
167-24	Upon compliance with the provisions of this section, any corporation existing under the laws of
167-25	this state may transfer to or domesticate or continue in any foreign jurisdiction and, in connection
167-26	therewith, may elect to continue its existence as a corporation of this state. As used in this section,
167-27	the term:
167-28	(1) "Foreign jurisdiction" means any foreign country, or other foreign jurisdiction (other
167-29	than the United States, any state, the District of Columbia, or any possession or territory of the
167-30	United States); and
167-31	(2) "Resulting entity" means the entity formed, incorporated, created or otherwise coming
167-32	into being as a consequence of the transfer of the corporation to, or its domestication or
167-33	continuance in, a foreign jurisdiction pursuant to this section.
167-34	(b) The board of directors of the corporation which desires to transfer to or domesticate
168-1	or continue in a foreign jurisdiction shall adopt a resolution approving such transfer,
168-2	domestication or continuance specifying the foreign jurisdiction to which the corporation shall be
168-3	transferred or in which the corporation shall be domesticated or continued and, if applicable, that
168-4	in connection with such transfer, domestication or continuance the corporation's existence as a
168-5	corporation of this state is to continue and recommending the approval of such transfer or
168-6	domestication or continuance by the stockholders of the corporation. Such resolution shall be
168-7	submitted to the stockholders of the corporation at an annual or special meeting. Due notice of the
168-8	time, place and purpose of the meeting shall be mailed to each holder of stock, whether voting or
168-9	nonvoting, of the corporation at the address of the stockholder as it appears on the records of the
168-10	corporation, at least twenty (20) days prior to the date of the meeting. At the meeting, the
168-11	resolution shall be considered and a vote taken for its adoption or rejection. If all outstanding
168-12	shares of stock of the corporation, whether voting or nonvoting, shall be voted for the adoption of
168-13	the resolution, the corporation shall file with the secretary of state a certificate of transfer if its
168-14	existence as a corporation of this state is to cease or a certificate of transfer and domestic
168-15	continuance if its existence as a corporation of this state is to continue, executed in accordance
168-16	with section 7A-1-3 of this title, which certifies:
168-17	(1) The name of the corporation, and if it has been changed, the name under which it was
168-18	originally incorporated.
168-19	(2) The date of filing of its original certificate of incorporation with the secretary of state.
168-20	(3) The foreign jurisdiction to which the corporation shall be transferred or in which it
168-21	shall be domesticated or continued and the name of the resulting entity.
168-22	(4) That the transfer, domestication or continuance of the corporation has been approved
168-23	in accordance with the provisions of this section.
168-24	(5) In the case of a certificate of transfer: (i) that the existence of the corporation as a
168-25	corporation of this state shall cease when the certificate of transfer becomes effective; and (ii) the
168-26	agreement of the corporation that it may be served with process in this state in any proceeding for
168-27	enforcement of any obligation of the corporation arising while it was a corporation of this State
168-28	which shall also irrevocably appoint the secretary of state as its agent to accept service of process
168-29	in any such proceeding and specify the address to which a copy of such process shall be mailed
168-30	by the secretary of state.
168-31	(6) In the case of a certificate of transfer and domestic continuance, that the corporation
168-32	will continue to exist as a corporation of this State after the certificate of transfer and domestic
168-33	continuance becomes effective.
168-34	(c) Upon the filing of a certificate of transfer in accordance with subsection (b) of this
169-1	section and payment to the secretary of state of all fees prescribed under this title, the secretary of
169-2	state shall certify that the corporation has filed all documents and paid all fees required by this
169-3	title, and thereupon the corporation shall cease to exist as a corporation of this state at the time the
169-4	certificate of transfer becomes effective in accordance with section 7A-1-3 of this title. Such
169-5	certificate of the secretary of state shall be prima facie evidence of the transfer, domestication or
169-6	continuance by such corporation out of this state.
169-7	(d) The transfer, domestication or continuance of a corporation out of this state in
169-8	accordance with this section and the resulting cessation of its existence as a corporation of this
169-9	state pursuant to a certificate of transfer shall not be deemed to affect any obligations or liabilities
169-10	of the corporation incurred prior to such transfer, domestication or continuance, the personal
169-11	liability of any person incurred prior to such transfer, domestication or continuance, or the choice
169-12	of law applicable to the corporation with respect to matters arising prior to such transfer,
169-13	domestication or continuance. Unless otherwise agreed or otherwise provided in the certificate of
169-14	incorporation, the transfer, domestication or continuance of a corporation out of the state of
169-15	Rhode Island in accordance with this section shall not require such corporation to wind up its
169-16	affairs or pay its liabilities and distribute its assets under this title and shall not be deemed to
169-17	constitute a dissolution of such corporation.
169-18	(e) If a corporation files a certificate of transfer and domestic continuance, after the time
169-19	the certificate of transfer and domestic continuance becomes effective, the corporation shall
169-20	continue to exist as a corporation of this State, and the law of the state of Rhode Island, including
169-21	this title, shall apply to the corporation to the same extent as prior to such time. So long as a
169-22	corporation continues to exist as a corporation of the state of Rhode Island following the filing of
169-23	a certificate of transfer and domestic continuance, the continuing corporation and the resulting
169-24	entity shall, for all purposes of the laws of the state of Rhode Island, constitute a single entity
169-25	formed, incorporated, created or otherwise having come into being, as applicable, and existing
169-26	under the laws of the State of Rhode Island and the laws of the foreign jurisdiction.
169-27	(f) When a corporation has transferred, domesticated or continued pursuant to this
169-28	section, for all purposes of the laws of the state of Rhode Island, the resulting entity shall be
169-29	deemed to be the same entity as the transferring, domesticating or continuing corporation and
169-30	shall constitute a continuation of the existence of such corporation in the form of the resulting
169-31	entity. When any transfer, domestication or continuance shall have become effective under this
169-32	section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges and
169-33	powers of the corporation that has transferred, domesticated or continued, and all property, real,
169-34	personal and mixed, and all debts due to such corporation, as well as all other things and causes
170-1	of action belonging to such corporation, shall remain vested in the resulting entity (and also in the
170-2	corporation that has transferred, domesticated or continued, if and for so long as such corporation
170-3	continues its existence as a corporation of this state) and shall be the property of such resulting
170-4	entity (and also of the corporation that has transferred, domesticated or continued, if and for so
170-5	long as such corporation continues its existence as a corporation of this state), and the title to any
170-6	real property vested by deed or otherwise in such corporation shall not revert or be in any way
170-7	impaired by reason of this title; but all rights of creditors and all liens upon any property of such
170-8	corporation shall be preserved unimpaired, and all debts, liabilities and duties of such corporation
170-9	shall remain attached to the resulting entity (and also to the corporation that has transferred,
170-10	domesticated or continued, if and for so long as such corporation continues its existence as a
170-11	corporation of this state), and may be enforced against it to the same extent as if said debts,
170-12	liabilities and duties had originally been incurred or contracted by it in its capacity as such
170-13	resulting entity. The rights, privileges, powers and interests in property of the corporation, as well
170-14	as the debts, liabilities and duties of the corporation, shall not be deemed, as a consequence of the
170-15	transfer, domestication or continuance, to have been transferred to the resulting entity for any
170-16	purpose of the laws of the state of Rhode Island.
170-17	(g) In connection with a transfer, domestication or continuance under this section, shares
170-18	of stock of the transferring, domesticating or continuing corporation may be exchanged for or
170-19	converted into cash, property, or shares of stock, rights or securities of, or interests in, the
170-20	resulting entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash,
170-21	property, or shares of stock, rights or securities of, or interests in, another corporation or other
170-22	entity or may be cancelled.
170-23	(h) No vote of the stockholders of a corporation shall be necessary to authorize a transfer,
170-24	domestication or continuance if no shares of the stock of such corporation shall have been issued
170-25	prior to the adoption by the board of directors of the resolution approving the transfer,
170-26	domestication or continuance.
170-27	CHAPTER 17. MISCELLANEOUS PROVISIONS
170-28	7A-17-1. Taxes and fees payable to secretary of state upon filing certificate or other
170-29	paper. -- (a) The following taxes and fees shall be collected by and paid to the secretary of state,
170-30	for the use of the State:
170-31	(1) Upon the receipt for filing of an original certificate of incorporation, the tax shall be
170-32	computed on the basis of two cents (.02) for each share of authorized capital stock having par
170-33	value up to and including twenty thousand (20,000) shares, one cent (.01) for each share in excess
170-34	of twenty thousand (20,000) shares up to and including two hundred thousand (200,000) shares,
171-1	and two-fifths of a cent for each share in excess of two hundred thousand (200,000) shares; one
171-2	cent (.01) for each share of authorized capital stock without par value up to and including twenty
171-3	thousand (20,000) shares, one-half of a cent for each share in excess of twenty thousand (20,000)
171-4	shares up to and including two million (2,000,000) shares, and two-fifths of a cent for each share
171-5	in excess of two million (2,000,000) shares. In no case shall the amount paid be less than fifteen
171-6	dollars ($15.00). For the purpose of computing the tax on par value stock each one hundred
171-7	dollars ($100) unit of the authorized capital stock shall be counted as one taxable share.
171-8	(2) Upon the receipt for filing of a certificate of amendment of certificate of
171-9	incorporation, or a certificate of amendment of certificate of incorporation before payment of
171-10	capital, or a restated certificate of incorporation, increasing the authorized capital stock of a
171-11	corporation, the tax shall be an amount equal to the difference between the tax computed at the
171-12	foregoing rates upon the total authorized capital stock of the corporation including the proposed
171-13	increase, and the tax computed at the foregoing rates upon the total authorized capital stock
171-14	excluding the proposed increase. In no case shall the amount paid be less than thirty dollars
171-15	($30.00).
171-16	(3) Upon the receipt for filing of a certificate of amendment of certificate of incorporation
171-17	before payment of capital and not involving an increase of authorized capital stock, or an
171-18	amendment to the certificate of incorporation not involving an increase of authorized capital
171-19	stock, or a restated certificate of incorporation not involving an increase of authorized capital
171-20	stock, or a certificate of retirement of stock, the tax to be paid shall be thirty dollars ($30.00). For
171-21	all other certificates relating to corporations, not otherwise provided for, the tax to be paid shall
171-22	be five dollars ($5.00). In case of corporations created solely for religious or charitable purposes
171-23	no tax shall be paid.
171-24	(4) Upon the receipt for filing of a certificate of merger or consolidation of two (2) or
171-25	more corporations, the tax shall be an amount equal to the difference between the tax computed at
171-26	the foregoing rates upon the total authorized capital stock of the corporation created by the
171-27	merger or consolidation, and the tax so computed upon the aggregate amount of the total
171-28	authorized capital stock of the constituent corporations. In no case shall the amount paid be less
171-29	than seventy five dollars ($75.00). The foregoing tax shall be in addition to any tax or fee
171-30	required under any other law of this State to be paid by any constituent entity that is not a
171-31	corporation in connection with the filing of the certificate of merger or consolidation.
171-32	(5) Upon the receipt for filing of a certificate of dissolution, there shall be paid to and
171-33	collected by the secretary of state a tax of:
171-34	(i) Forty dollars ($40); or
172-1	(ii) Ten dollars ($10) in the case of a certificate of dissolution which certifies that:
172-2	(A) The corporation has no assets and has ceased transacting business; and
172-3	(B) The corporation, for each year since its incorporation in this state, has been required
172-4	to pay only the minimum franchise tax then prescribed by law; and
172-5	(C) The corporation has paid all franchise taxes and fees due to or assessable by this state
172-6	through the end of the year in which said certificate of dissolution is filed.
172-7	(6) Upon the receipt for filing of a certificate or other paper of surrender and withdrawal
172-8	from the State by a foreign corporation, there shall be collected by and paid to the secretary of
172-9	state a tax of ten dollars ($10.00).
172-10	(7) For receiving and filing and/or indexing any certificate, affidavit, agreement or any
172-11	other paper provided for by this chapter, for which no different fee is specifically prescribed, a fee
172-12	of fifty dollars ($50.00) in each case shall be paid to the secretary of state. The fee in the case of
172-13	a certificate of incorporation filed as required by section 7A-1-2 of this title shall be twenty-five
172-14	dollars ($25.00). For entering information from each instrument into the Rhode Island corporation
172-15	information system in accordance with section 7A-1-3(c)(7) of this title, the fee shall be five
172-16	dollars ($5.00).
172-17	(i) A certificate of dissolution which meets the criteria stated in paragraph (5)b of this
172-18	subsection shall not be subject to such fee; and
172-19	(ii)A certificate of incorporation filed in accordance with section 7A-1-2 of this title shall
172-20	be subject to a fee of twenty-five dollars ($25.00).
172-21	(8) For receiving and filing and/or indexing the annual report of a foreign corporation
172-22	doing business in this state, a fee of sixty dollars ($60.00) shall be paid. In the event of neglect,
172-23	refusal or failure on the part of any foreign corporation to file the annual report with the secretary
172-24	of state on or before the June 30 each year, the corporation shall pay a penalty of one hundred
172-25	dollars ($100).
172-26	(9) For recording and indexing articles of association and other papers required by this
172-27	chapter to be recorded by the secretary of state, a fee computed on the basis of one cent (.01) a
172-28	line shall be paid.
172-29	(10) For certifying copies of any paper on file provided by this chapter, a fee of thirty
172-30	dollars ($30.00) shall be paid for each copy certified. In addition, a fee of two dollars ($2..00)
172-31	page shall be paid in each instance where the secretary of state provides the copies of the
172-32	document to be certified.
172-33	(11) For issuing any certificate of the secretary of state other than a certification of a copy
172-34	under paragraph (10) of this subsection, or a certificate that recites all of a corporation's filings
173-1	with the secretary of state, a fee of thirty dollars ($30.00) shall be paid for each certificate. For
173-2	issuing any certificate of the secretary of state that recites all of a corporation's filings with the
173-3	secretary of state, a fee of one hundred twenty-five dollars ($125) shall be paid for each
173-4	certificate.
173-5	(12) For filing in the office of the secretary of state any certificate of change of location
173-6	or change of registered agent, as provided in section 7A-3-3 of this title, there shall be collected
173-7	by and paid to the secretary of state a fee of fifty dollars ($50.00), plus the same fees for
173-8	receiving, filing, indexing, copying and certifying the same as are charged in the case of filing a
173-9	certificate of incorporation.
173-10	(13) For filing in the office of the secretary of state any certificate of change of address or
173-11	change of name of registered agent, as provided in section 7A-3-4 of this title, there shall be
173-12	collected by and paid to the secretary of state a fee of fifty dollars ($50.00), plus the same fees for
173-13	receiving, filing, indexing, copying and certifying the same as are charged in the case of filing a
173-14	certificate of incorporation.
173-15	(14) For filing in the office of the secretary of state any certificate of resignation of a
173-16	registered agent and appointment of a successor, as provided in section 7A-3-5 of this title, there
173-17	shall be collected by and paid to the secretary of state a fee of fifty dollars ($50.00) and a further
173-18	fee of two dollars ($2.00) for each corporation whose registered agent is changed by such
173-19	certificate.
173-20	(15) For filing in the office of the secretary of state, any certificate of resignation of a
173-21	registered agent without appointment of a successor, as provided in sections 7A-3-6 and 7A-15-7
173-22	of this title, there shall be collected by and paid to the secretary of state a fee of two dollars and
173-23	fifty cents ($2.50) for each corporation whose registered agent has resigned by such certificate.
173-24	(16) For preparing and providing a written report of a record search, a fee of thirty dollars
173-25	($30.00) shall be paid.
173-26	(17) For preclearance of any document for filing, a fee of two hundred fifty dollars
173-27	($250) shall be paid.
173-28	(18) For receiving and filing and/or indexing an annual franchise tax report of a
173-29	corporation provided for by section 7A-5-2 of this title, a fee of twenty five dollars ($25.00)
173-30	shall be paid.
173-31	(19) For receiving and filing and/or indexing by the secretary of state of a certificate of
173-32	domestication and certificate of incorporation prescribed in section 7A-16-1(d) of this title, a fee
173-33	of one hundred dollars ($100), plus the tax and fee payable upon the receipt for filing of an
173-34	original certificate of incorporation, shall be paid.
174-1	(20) For receiving, reviewing and filing and/or indexing by the secretary of state of the
174-2	documents prescribed in section 7A-16-2(c) of this title, a fee of ten thousand dollars ($10,000)
174-3	shall be paid.
174-4	(21) For receiving, reviewing and filing and/or indexing by the secretary of state of the
174-5	documents prescribed in section 7A-16-2(d) of this title, an annual fee of two thousand five
174-6	hundred dollars ($2,500) shall be paid.
174-7	(22) Except as provided in this section, the fees of the Secretary of state shall be as
174-8	provided for in Title 7.
174-9	(23) In the case of nonstock corporations and of religious, charitable or other nonprofit
174-10	corporations organized under the laws of the state, the total fees payable to the Secretary of state
174-11	upon the filing of a certificate of change of registered agent and/or registered office shall be five
174-12	dollars ( $5.00).
174-13	(24) For accepting a corporate name reservation application, an application for renewal of
174-14	a corporate name reservation, or a notice of transfer or cancellation of a corporate name
174-15	reservation, there shall be collected by and paid to the secretary of state a fee of up to seventy-
174-16	five dollars ($75.00)
174-17	(25) For receiving and filing and/or indexing by the secretary of state of a certificate of
174-18	transfer or a certificate of continuance prescribed in section 7A-16-3 of this title, a fee of one
174-19	thousand dollars ($1,000) shall be paid.
174-20	(26) For receiving and filing and/or indexing by the secretary of state of a certificate of
174-21	conversion and certificate of incorporation prescribed in two hundred sixty-five dollars ($265) of
174-22	this title, a fee of fifty dollars ($50.00), plus the tax and fee payable upon the receipt for filing of
174-23	an original certificate of incorporation, shall be paid.
174-24	(27) For receiving and filing and/or indexing by the secretary of state of a certificate of
174-25	conversion prescribed in section 7A-9-16 of this title, a fee of one hundred dollars ($100) shall be
174-26	paid.
174-27	(b)(1) For the purpose of computing the taxes prescribed in paragraphs (1), (2) and (4) of
174-28	subsection (a) of this section the authorized capital stock of a corporation shall be considered to
174-29	be the total number of shares which the corporation is authorized to issue, whether or not the total
174-30	number of shares that may be outstanding at any one time be limited to a less number.
174-31	(2) For the purpose of computing the taxes prescribed in paragraphs (2) and (3) of
174-32	subsection (a) of this section, a certificate of amendment of certificate of incorporation, or an
174-33	amended certificate of incorporation before payment of capital, or a restated certificate of
174-34	incorporation, shall be considered as increasing the authorized capital stock of a corporation
175-1	provided it involves an increase in the number of shares, or an increase in the par value of shares,
175-2	or a change of shares with par value into shares without par value, or a change of shares without
175-3	par value into shares with par value, or any combination of two (2) or more of the above changes,
175-4	and provided further that the tax computed at the rates set forth in paragraph (1) of subsection (a)
175-5	of this section upon the total authorized capital stock of the corporation including the proposed
175-6	change or changes exceeds the tax so computed upon the total authorized stock of the corporation
175-7	excluding such change or changes.
175-8	(c) The secretary of state may issue photocopies or electronic image copies of
175-9	instruments on file, as well as instruments, documents and other papers not on file, and for all
175-10	such photocopies or electronic image copies which are not certified by the secretary of state, a fee
175-11	of ten dollars ($10.00) shall be paid for the first page and two dollars ($2.00) for each additional
175-12	page. The secretary of state may also issue microfiche copies of instruments on file as well as
175-13	instruments, documents and other papers not on file, and for each such microfiche a fee of two
175-14	dollars ($2.00) shall be paid therefor. Notwithstanding Rhode Island's Freedom of Information
175-15	Act or other provision of this code granting access to public records, the secretary of state shall
175-16	issue only photocopies, microfiche or electronic image copies of records in exchange for the fees
175-17	described above.
175-18	(d) No fees for the use of the state shall be charged or collected from any corporation
175-19	incorporated for the drainage and reclamation of lowlands or for the amendment or renewal of the
175-20	charter of such corporation.
175-21	(e) The secretary of state may in the secretary of state's discretion permit the extension of
175-22	credit for the taxes or fees required by this section upon such terms as the secretary of state shall
175-23	deem to be appropriate.
175-24	(f) The secretary of state shall retain from the revenue collected from the taxes or fees
175-25	required by this section a sum sufficient to provide at all times a fund of at least five hundred
175-26	dollars ($500), but not more than one thousand five hundred dollars ($1,500), from which the
175-27	secretary of state may refund any payment made pursuant to this section to the extent that it
175-28	exceeds the taxes or fees required by this section. The fund shall be deposited in the financial
175-29	institution which is the legal depository of state moneys to the credit of the secretary of state and
175-30	shall be disbursable on order of the secretary of state.
175-31	(g) The secretary of state may in the secretary of state's discretion charge a fee of sixty
175-32	dollars ($60.00) for each check received for payment of any fee or tax under this title that is
175-33	returned due to insufficient funds or as the result of a stop payment order.
175-34	(h) In addition to those fees charged under subsections (a) and (c) of this section, there
176-1	shall be collected by and paid to the secretary of state the following:
176-2	(1) For all services described in subsections (a) and (c) of this section that are requested
176-3	to be completed within one hour on the same day as the day of the request, an additional sum of
176-4	up to one thousand dollars ($1,000) and for all services described in subsections (a) and (c) of this
176-5	section that are requested to be completed within two (2) hours on the same day as the day of the
176-6	request, an additional sum of up to five hundred dollars ($500); and
176-7	(2) For all services described in subsections (a) and (c) of this section that are requested
176-8	to be completed within the same day as the day of the request, an additional sum of up to two
176-9	hundred dollars ($200); and
176-10	(3) For all services described in subsections (a) and (c) of this section that are requested
176-11	to be completed within a twenty-four (24) hour period from the time of the request, an additional
176-12	sum of up to one hundred dollars ($100).
176-13	The secretary of state shall establish (and may from time to time alter or amend) a
176-14	schedule of specific fees payable pursuant to this subsection.
176-15	(i) A domestic corporation or a foreign corporation registered to do business in this state
176-16	that files with the secretary of state any instrument or certificate, and in connection therewith,
176-17	neglects, refuses or fails to pay any fee or tax under this title shall, after written demand therefor
176-18	by the secretary of state by mail addressed to such domestic corporation or foreign corporation in
176-19	care of its registered agent in this state, cease to be in good standing as a domestic corporation or
176-20	registered as a foreign corporation in this state on the ninetieth (90th) day following the date of
176-21	mailing of such demand, unless such fee or tax and, if applicable, the fee provided for in
176-22	subsection (g) of this section are paid in full prior to the ninetieth (90th) day following the date of
176-23	mailing of such demand. A domestic corporation that has ceased to be in good standing or a
176-24	foreign corporation that has ceased to be registered by reason of the neglect, refusal or failure to
176-25	pay any such fee or tax shall be restored to and have the status of a domestic corporation in good
176-26	standing or a foreign corporation that is registered in this state upon the payment of the fee or tax
176-27	which such domestic corporation or foreign corporation neglected, refused or failed to pay
176-28	together with the fee provided for in subsection (g) of this section, if applicable. The secretary of
176-29	state shall not accept for filing any instrument authorized to be filed with the secretary of state
176-30	under this title in respect of any domestic corporation that is not in good standing or any foreign
176-31	corporation that has ceased to be registered by reason of the neglect, refusal or failure to pay any
176-32	such fee or tax, and shall not issue any certificate of good standing with respect to such domestic
176-33	corporation or foreign corporation, unless and until such domestic corporation or foreign
176-34	corporation shall have been restored to and have the status of a domestic corporation in good
177-1	standing or a foreign corporation duly registered in this state.
177-2	7A-17-2. Rights, liabilities and duties under prior statutes. -- All rights, privileges and
177-3	immunities vested or accrued by and under any laws enacted prior to the adoption or amendment
177-4	of this title, all suits pending, all rights of action conferred, and all duties, restrictions, liabilities
177-5	and penalties imposed or required by and under laws enacted prior to the adoption or amendment
177-6	of this chapter, shall not be impaired, diminished or affected by this title.
177-7	7A-17-3. Reserved power of state to amend or repeal chapter -- Chapter part of
177-8	corporation's charter or certificate of incorporation. -- This title may be amended or repealed,
177-9	at the pleasure of the general assembly, but any amendment or repeal shall not take away or
177-10	impair any remedy under this title against any corporation or its officers for any liability which
177-11	shall have been previously incurred. This title and all amendments thereof shall be a part of the
177-12	charter or certificate of incorporation of every corporation except so far as the same are
177-13	inapplicable and inappropriate to the objects of the corporation.
177-14	7A-17-4. Corporations using "trust" in name, advertisements and otherwise;
177-15	restrictions -- Violations and penalties -- Exceptions. -- (a) Every corporation of this state
177-16	using the word "trust" as part of its name, except a corporation regulated under the Bank Holding
177-17	Company Act of 1956, 12 U.S.C. section 1841 et seq., or the Savings and Loan Holding
177-18	Company Act, 12 U.S.C. section 1730a et seq., as those statutes shall from time to time be
177-19	amended, shall be under the supervision of the State Bank Commissioner of this state and shall
177-20	make not less than two (2) reports during each year to the commissioner, according to the form
177-21	which shall be prescribed by the commissioner, verified by the oaths or affirmations of the
177-22	president or vice-president, and the treasurer or secretary of the corporation, and attested by the
177-23	signatures of at least three (3) directors.
177-24	(b) No corporation of this state shall use the word "trust" as part of its name, except a
177-25	corporation reporting to and under the supervision of the state bank commissioner of this state or
177-26	a corporation regulated under the Bank Holding Company Act of 1956, 12 U.S.C. section 1841 et
177-27	seq., or the Savings and Loan Holding Company Act, 12 U.S.C. section 1730a et seq., as those
177-28	statutes shall from time to time be amended. The name of any such corporation shall not be
177-29	amended so as to include the word "trust" unless such corporation shall report to and be under the
177-30	supervision of the commissioner, or unless it is regulated under the Bank Holding Company Act
177-31	of 1956 or the Savings and Loan Holding Company Act.
177-32	(c) No corporation of this state, except corporations reporting to and under the
177-33	supervision of the state bank commissioner of this state or corporations regulated under the Bank
177-34	Holding Company Act of 1956, 12 U.S.C. section 1841 et seq., or the Savings and Loan Holding
178-1	Company Act, 12 U.S.C. section 1730a et seq., as those statutes shall from time to time be
178-2	amended, shall advertise or put forth any sign as a trust company, or in any way solicit or receive
178-3	deposits or transact business as a trust company, or use the word "trust" as a part of such
178-4	corporation's name.
178-5	7A-17-5. Publication of chapter by secretary of state -- Distribution. -- The secretary
178-6	of state may have printed, from time to time as the secretary of state deems necessary, pamphlet
178-7	copies of this chapter, and the secretary of state shall dispose of the copies to persons and
178-8	corporations desiring the same for a sum not exceeding the cost of printing. The money received
178-9	from the sale of the copies shall be disposed of as are other fees of the office of the secretary of
178-10	state. Nothing in this section shall prevent the free distribution of single pamphlet copies of this
178-11	chapter by the secretary of state, for the printing of which provision is made from time to time by
178-12	joint resolution of the general assembly.
178-13	7A-17-6. Penalty for unauthorized publication of chapter. -- Whoever prints or
178-14	publishes this chapter without the authority of the secretary of state of this state, shall be fined not
178-15	more than five hundred dollars ($500) or imprisoned not more than three (3) months, or both.
178-16	7A-17-7. Short title. -- This chapter shall be known and may be identified and referred to
178-17	as the "General Corporation Law of the State of Rhode Island."
178-18	SECTION 2. Chapters 7-1, 7-1.2, 7-4, and 7-5 of the General Laws entitled
178-19	"Corporations - General Provisions" are hereby repealed in its entirety.
178-20	~~CHAPTER 7-1~~
178-21	~~Corporations - General Provisions~~
178-22	~~7-1-1. -- 7-1-4. [Repealed.] --~~
178-23	~~7-1-5. Corporations organized for the business of insurance. --~~ ~~Notwithstanding any~~
178-24	~~general law to the contrary, any corporation, whether organized with capital stock or as a mutual~~
178-25	~~association, that is organized for the purpose of carrying on within this state the business of~~
178-26	~~insurance, surety, or indemnity, shall be organized pursuant to chapter 1.2 of this title and shall~~
178-27	~~have all the rights and privileges and be subject to provisions of chapter 1 of title 27, relating to~~
178-28	~~domestic insurance companies; provided, however, the articles of incorporation comply with~~
178-29	~~requirements established by rule or regulation promulgated by the director of the department of~~
178-30	~~business regulation, and provided, further, that no insurance corporation may commence business~~
178-31	~~until it has satisfied the requirements enumerated in section 27-1-37. Any corporation as defined~~
178-32	~~in this section and, notwithstanding the provisions of section 27-41-22, any corporation~~
178-33	~~organized, created, or established in any manner pursuant to chapters 19, 20, 20.1, 20.2, 20.3, and~~
178-34	~~41 of title 27, shall obtain prior approval from the director of the department of business~~
179-1	~~regulation for all charter amendments made pursuant to this title. Any corporation defined in this~~
179-2	~~section created by special act of the general assembly, may amend its charter pursuant to section~~
179-3	~~7-1.2-902, subject to prior approval of the amendment by the director of the department of~~
179-4	~~business regulation.~~
179-5	~~7-1-5.1. [Repealed.] --~~
179-6	~~7-1-5.2. Mutual insurance associations -- Applicability of chapter. --~~ ~~Notwithstanding~~
179-7	~~any provision of section 7-1-5 to the contrary, and without intending to limit those sections of~~
179-8	~~chapter 1.2 of this title which may not be applicable to mutual associations by reason of the fact~~
179-9	~~that those associations do not have shareholders, the following sections of chapter 1.2 of this title~~
179-10	~~do not apply to any insurance company organized as a mutual association: section 7-1.2-601~~
179-11	~~(Right of corporation to acquire dispose of and cancel its own shares); section 7-1.2-602~~
179-12	~~(Authorized shares; shares in classes or series; issuance of shares); section 7-1.2-705 (Quorum of~~
179-13	~~shareholders required for shareholders' action); section 7-1.2-1201 (Rights of shareholders to~~
179-14	~~dissent); section 7-1.2-1202 (Rights of dissenting shareholders); section 7-1.2-1315 (Avoidance~~
179-15	~~of dissolution by share buyout); and section 7-1.2-1602(c)(2) (License fees payable by domestic~~
179-16	~~corporations).~~
179-17	~~7-1-6. Time allowed for organization of corporations created by legislative act. --~~
179-18	~~Every corporation created by special act of the general assembly shall, if no different time for that~~
179-19	~~purpose is limited by the special act, be organized within two (2) years after the act takes effect.~~
179-20	~~In every case where the corporation is not organized within the limited time, the act of~~
179-21	~~incorporation becomes void at the end of the limited time.~~
179-22	~~7-1-7. Fees payable by corporations created by legislative act. --~~ ~~Before any~~
179-23	~~corporation, other than a corporation for religious, literary, or charitable purposes, or a military or~~
179-24	~~fire company, is organized under a charter granted by special act of the general assembly, the~~
179-25	~~petitioners for the charter shall pay into the general treasury, for the use of the state, one-tenth of~~
179-26	~~one percent (.1%) of the total amount of its authorized capital stock having par value, and in the~~
179-27	~~case of stock having no par value ten cents /c ($.10) for each share, but in no case less than one~~
179-28	~~hundred dollars ($100); and whenever the authorized capital stock of any such corporation is~~
179-29	~~increased by special act of the general assembly, the corporation shall pay into the general~~
179-30	~~treasury, for the use of the state, one-tenth of one percent (.1%) of the total amount of the~~
179-31	~~authorized increase in the case of stock having par value, and in the case of stock having no par~~
179-32	~~value ten cents /c($.10) for each share of the authorized increase; and the secretary of state shall~~
179-33	~~not issue a certified copy of any act creating a corporation, or a certified copy of any act~~
179-34	~~providing for an increase, until the secretary receives the certificate of the general treasurer to the~~
180-1	~~effect that the required sum has been paid.~~
180-2	~~7-1-7.1. Filings to be originals. --~~ ~~Filings made under this title at the secretary of state's~~
180-3	~~office are considered valid only if they bear original signatures and shall not include any~~
180-4	~~telegram, cablegram, radiogram, telephone call, electronically transmitted documents, or similar~~
180-5	~~communications.~~
180-6	~~7-1-8. -- 7-1-12. [Repealed.] --~~
180-7	~~7-1-13. Legislative control of future charters. --~~ ~~The charter or articles of association of~~
180-8	~~every corporation subsequently created may be amended or repealed at the will of the general~~
180-9	~~assembly.~~
180-10	~~7-1-14. Continuation for special purposes of statutes otherwise repealed. --~~ ~~Whenever~~
180-11	~~any special act creating a corporation, the provisions of which are not subject to amendment or~~
180-12	~~repeal at the will of the general assembly, refers to and adopts, either expressly or by implication,~~
180-13	~~any statute or part of a statute previously repealed, the statute or part of a statute referred to and~~
180-14	~~adopted is not deemed repealed, but is for the purpose for which it is referred to and adopted, but~~
180-15	~~for no other purpose, deemed to be in force.~~
180-16	~~7-1-15., 7-1-16. [Repealed.] --~~
180-17	~~7-1-17. Receipt of property for charitable purposes in excess of authorized holdings.~~
180-18	-- ~~In case any real or personal estate is subsequently given to any corporation to hold for any~~
180-19	~~charitable uses or purposes authorized or permitted by the charter of the corporation or any~~
180-20	~~amendment of the charter, or by law, and the corporation, but for the provisions of this section,~~
180-21	~~would not be able to take or hold the estate or some part of it on account of the limitation as to the~~
180-22	~~amount of property of the corporation prescribed by the charter or any amendment to it, then in~~
180-23	~~every such case, it is lawful for the corporation to take and hold the real and personal estate, or~~
180-24	~~the part of it as already stated, upon conditions subsequent, nevertheless, that the corporation~~
180-25	~~obtains from the general assembly authority to take and hold real and personal estate to an~~
180-26	~~amount large enough to include, in addition to its other property, the property given to the~~
180-27	~~corporation as already stated, and that the application to the general assembly is made not later~~
180-28	~~than one year from the time on which the corporation takes and holds, or but for the previously~~
180-29	~~stated limitation would be entitled to take and hold, the given real or personal estate.~~
180-30	~~7-1-18. -- 7-1-20. [Repealed.] --~~
180-31	~~7-1-21. Agreements as to disposition of stock or insurance on death of stockholder. --~~
180-32	~~(a) No agreement, in writing. between or among two (2) or more stockholders in a corporation, or~~
180-33	~~between or among a corporation and one or more of its stockholders, whether in either case the~~
180-34	~~agreement is made by all or less than all of the stockholders of the corporation, either previously~~
181-1	~~or subsequently entered into, is deemed testamentary in character or for that reason invalid or~~
181-2	~~unenforceable because the agreement contains a provision or provisions: (1) Regulating, in the~~
181-3	~~event of the death of any stockholders, the transfer, distribution, or other disposition of all or any~~
181-4	~~portion of the stock of the deceased stockholder to his or her estate or to the corporation or to or~~
181-5	~~among the other stockholder or stockholders of the corporation or its, his, her, or their assignees,~~
181-6	~~transferees, or successors; or (2) Regulating the destination, distribution or other disposition of~~
181-7	~~the proceeds of any policy or policies of insurance upon the life of any stockholder.~~
181-8	~~(b) This section is not construed to affect the rights of the heirs, next of kin, legatees,~~
181-9	~~devisees, or creditors of a stockholder who has deceased prior to May 6, 1957.~~
181-10	~~7-1-22. [Repealed.] --~~
181-11	~~7-1-23. Recovery of penalties -- Compromise. --~~ ~~All penalties imposed by the terms of~~
181-12	~~the general corporation law for failure to comply with the requirements of that law shall be~~
181-13	~~recovered in a civil action brought in the name and on behalf of the state by the attorney general;~~
181-14	~~provided, however, that the attorney general may, after examination of the facts as he or she~~
181-15	~~deems advisable, compromise any penalty instead of instituting an action for the penalty, and~~
181-16	~~permit the payment to the general treasurer for the use of the state of a smaller sum in lieu of the~~
181-17	~~maximum penalty provided by the general corporation law.~~
181-18	~~7-1-24. -- 7-1-26. [Repealed.] --~~
181-19	~~CHAPTER 7-1.2~~
181-20	~~Rhode Island Business Corporation Act~~
181-21	~~7-1.2-1001. Procedure for merger. --~~ ~~(a) Any two (2) or more domestic corporations~~
181-22	~~may merge into one of the corporations, or into a new corporation, pursuant to a plan of merger~~
181-23	~~approved in the manner provided in this chapter.~~
181-24	~~(b) The board of directors of each corporation shall, by resolution adopted by each~~
181-25	~~board, approve a plan of merger stating:~~
181-26	~~(1) The names of the corporations proposing to merge, and the name of the corporation~~
181-27	~~which will survive or result from the merger, which is hereinafter designated as the surviving~~
181-28	~~corporation.~~
181-29	~~(2) The terms and conditions of the proposed merger.~~
181-30	~~(3) The manner and basis of converting the shares of each merging corporation (other~~
181-31	~~than those held by the surviving corporation, if any) into shares or obligations or other securities~~
181-32	~~of the surviving corporation or, in whole or in part, into cash, property, or shares, obligations, or~~
181-33	~~other securities of any other corporation.~~
181-34	~~(4) Any amendments to the articles of incorporation of the surviving corporation to be~~
182-1	~~effected by the merger, or if no amendments are desired, a statement that the articles of~~
182-2	~~incorporation of one of the corporations are the articles of incorporation of the surviving~~
182-3	~~corporation, or in the case of a new corporation, all of the statements required to be stated in~~
182-4	~~articles of incorporation for corporations organized under this chapter.~~
182-5	~~(5) Any other provisions with respect to the proposed merger that are deemed necessary~~
182-6	~~or desirable.~~
182-7	~~7-1.2-1002. Approval by shareholders of merger. --~~ ~~(a) The board of directors of each~~
182-8	~~corporation, upon approving the plan of merger, shall, by resolution, direct that the plan be~~
182-9	~~submitted to a vote at a meeting of shareholders, which may be either an annual or a special~~
182-10	~~meeting. Written notice must be given to each shareholder, whether or not entitled to vote at the~~
182-11	~~meeting, not less than twenty (20) days before the meeting, in the manner provided in this chapter~~
182-12	~~for the giving of notice of meetings of shareholders, and, whether the meeting is an annual or a~~
182-13	~~special meeting, must state that the purpose or one of the purposes is to consider the proposed~~
182-14	~~plan of merger. A copy or a summary of the plan of merger, as the case may be, together with a~~
182-15	~~statement of the shareholder's right to dissent and a copy or a summary of section 7-1.2-1202,~~
182-16	~~must be included in or enclosed with the notice except where no such right is available.~~
182-17	~~(b) At each meeting, shareholders shall vote on the proposed plan of merger. The plan of~~
182-18	~~merger is approved upon receiving the affirmative vote of the holders of a majority of the shares~~
182-19	~~entitled to vote on the plan of merger of each corporation, unless any class of shares of any~~
182-20	~~corporation is entitled to vote as a class on it, in which event, as to the corporation, approval of~~
182-21	~~the plan of merger also requires the affirmative vote of the holders of a majority of the shares of~~
182-22	~~each class of shares entitled to vote as a class on it. Any class of shares of the surviving~~
182-23	~~corporation and the merged corporation in a merger is entitled to vote as a class, whether or not~~
182-24	~~the class is otherwise entitled to vote, if the plan of merger contains any provision which, if~~
182-25	~~contained in a proposed amendment to articles of incorporation, would entitle the class of shares~~
182-26	~~to a class vote.~~
182-27	~~(c) (1) Notwithstanding the foregoing provisions of this section, except as may be~~
182-28	~~required by the articles of incorporation, no approval of a plan of merger by the shareholders of~~
182-29	~~the surviving corporation in a merger, and no notice to any of the shareholders of the corporation,~~
182-30	~~are required if:~~
182-31	~~(i) The plan of merger does not amend the articles of incorporation of the corporation;~~
182-32	~~(ii) The plan of merger does not involve the issuance or transfer by the corporation~~
182-33	~~(either directly or through the medium of options or warrants for, or shares or debt instruments~~
182-34	~~convertible within one year into, the shares) of shares possessing more than twenty percent (20%)~~
183-1	~~of the total combined voting power of all classes of shares then entitled to vote for the election of~~
183-2	~~directors which will be outstanding immediately after the merger; and~~
183-3	~~(iii) Each shareholder of the corporation whose shares were outstanding immediately~~
183-4	~~before the effective date of the merger will hold the same number of shares, with identical~~
183-5	~~preferences, limitations, and relative rights, immediately after the effective date of change.~~
183-6	~~(2) If a plan of merger is adopted by the surviving corporation in a merger without any~~
183-7	~~approval by its shareholders, pursuant to the provisions of this subsection, that fact must be~~
183-8	~~certified in the articles of merger.~~
183-9	~~(d) After approval as already stated by each corporation, and at any time prior to the~~
183-10	~~filing of the articles of merger, the merger may be abandoned pursuant to provisions for~~
183-11	~~abandonment, if any, set forth in the plan of merger.~~
183-12	~~7-1.2-1003. Articles of merger. --~~ ~~(a) Upon approval, articles of merger must be~~
183-13	~~executed by each corporation by its authorized representative and must state:~~
183-14	~~(1) The plan of merger.~~
183-15	~~(2) If, pursuant to section 7-1.2-1005, the merger is to become effective at a time~~
183-16	~~subsequent to the issuance of the certificate of merger by the secretary of state, the date when the~~
183-17	~~merger is to become effective.~~
183-18	~~(b) The original articles of merger must be delivered to the secretary of state. If the~~
183-19	~~secretary of state finds that the articles conform to law, and, unless the surviving corporation is a~~
183-20	~~Rhode Island corporation, that all fees and franchise taxes have been paid, the secretary of state~~
183-21	~~shall:~~
183-22	~~(1) Endorse on the original the word "Filed," and the month, day, and year of the filing;~~
183-23	~~(2) File the original in his office; and~~
183-24	~~(3) Issue a certificate of merger.~~
183-25	~~(c) The secretary of state shall deliver the certificate of merger to the surviving or new~~
183-26	~~corporation, as the case may be, or its representative.~~
183-27	~~7-1.2-1004. Merger of subsidiary corporation. --~~ ~~(a) Any corporation owning at least~~
183-28	~~ninety percent (90%) of the outstanding shares of each class of another corporation may merge~~
183-29	~~the other corporation into itself without approval by a vote of the shareholders of either~~
183-30	~~corporation. Its board of directors shall, by resolution, approve a plan of merger stating:~~
183-31	~~(1) The name of the subsidiary corporation and the name of the corporation owning at~~
183-32	~~least ninety percent (90%) of its shares, which is subsequently in these provisions designated as~~
183-33	~~the surviving corporation.~~
183-34	~~(2) The manner and basis of converting the shares of the subsidiary corporation (other~~
184-1	~~than those held by the surviving corporation) into shares or other securities or obligations of the~~
184-2	~~surviving corporation or of any other corporation, or in whole or in part, into cash or other~~
184-3	~~consideration to be paid upon the surrender of each share of the subsidiary corporation.~~
184-4	~~(b) A copy of the plan of merger must be mailed to each shareholder of the subsidiary~~
184-5	~~corporation.~~
184-6	~~(c) Articles of merger must be executed by the surviving corporation by an authorized~~
184-7	~~representative and must state:~~
184-8	~~(1) The plan of merger; and~~
184-9	~~(2) If, pursuant to section 7-1.2-1005, the merger is to become effective at a time~~
184-10	~~subsequent to the issuance of the certificate of merger by the secretary of state, the date when the~~
184-11	~~merger is to become effective.~~
184-12	~~(d) On and after the thirtieth (30th) day after the mailing of a copy of the agreement of~~
184-13	~~merger to shareholders of the subsidiary corporation or upon the waiver of the mailing by the~~
184-14	~~holders of all outstanding shares, original articles of merger must be delivered to the secretary of~~
184-15	~~state. If the secretary of state finds that the articles conform to law, the secretary of state shall,~~
184-16	~~when all fees and franchise taxes have been paid:~~
184-17	~~(1) Endorse on the original the word "Filed," and the month, day, and year of the filing;~~
184-18	~~(2) File the original in his office; and~~
184-19	~~(3) Issue a certificate of merger.~~
184-20	~~(e) The secretary of state shall deliver the certificate of merger to the surviving~~
184-21	~~corporation or its representative.~~
184-22	~~7-1.2-1005. Effect of merger. --~~ ~~(a) A merger becomes effective upon the issuance of a~~
184-23	~~certificate of merger by the secretary of state or on a later date as is stated in the plan.~~
184-24	~~(b) When a merger becomes effective:~~
184-25	~~(1) The several corporations, parties to the plan of merger, are a single corporation,~~
184-26	~~which is that corporation designated in the plan of merger as the surviving or new corporation.~~
184-27	~~(2) The separate existence of all corporations, parties to the plan of merger, except the~~
184-28	~~surviving or new corporation, ceases.~~
184-29	~~(3) The surviving or new corporation has all the rights, privileges, immunities, and~~
184-30	~~powers and is subject to all the duties and liabilities of a corporation organized under this chapter.~~
184-31	~~(4) The surviving or new corporation at that time and subsequently possesses all the~~
184-32	~~rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of~~
184-33	~~the merging corporations; and all property, real, personal, and mixed, all debts due on whatever~~
184-34	~~account, including subscriptions to shares, all other choses in action, and all and every other~~
185-1	~~interest of or belonging to or due to each of the corporations merged, is taken and deemed to be~~
185-2	~~transferred to and vested in the single corporation without further act or deed; and the title to any~~
185-3	~~real estate, or any interest in real estate, vested in any of the corporations does not revert or is in~~
185-4	~~any way impaired because of the merger.~~
185-5	~~(5) The surviving or new corporation is subsequently responsible and liable for all the~~
185-6	~~liabilities and obligations of each of the corporations merged or consolidated; and any claim~~
185-7	~~existing or action or proceeding pending by or against any of the corporations may be prosecuted~~
185-8	~~as if the merger had not taken place, or the surviving or new corporation may be substituted in its~~
185-9	~~place. Neither the rights of creditors nor any liens upon the property of any corporation is~~
185-10	~~impaired by the merger.~~
185-11	~~(6) The articles of incorporation of the surviving corporation are deemed to be amended~~
185-12	~~to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger;~~
185-13	~~or, in the case of a new corporation, the statements in the articles of merger which are required or~~
185-14	~~permitted to be stated in the articles of incorporation of corporations organized under this chapter~~
185-15	~~are deemed to be the original articles of incorporation of the new corporation.~~
185-16	~~(7) The shares of the corporation or corporations party to the plan that are, under the~~
185-17	~~terms of the plan, to be converted or exchanged, cease to exist, and the holders of the shares are~~
185-18	~~entitled only to the shares, obligations, other securities, cash, or other property into which they~~
185-19	~~have been converted or for which they have been exchanged in accordance with the plan, subject~~
185-20	~~to any rights under section 7-1.2-1201.~~
185-21	~~7-1.2-1006. Merger of domestic and foreign corporations or other business entities. -~~
185-22	- ~~(a) One or more foreign corporations or other domestic or foreign business entities, and one or~~
185-23	~~more domestic corporations may be merged in the following manner, if the merger is permitted~~
185-24	~~by the laws of the state under which each foreign corporation or other business entity, is~~
185-25	~~organized:~~
185-26	~~(1) Each domestic corporation shall comply with the provisions of this chapter with~~
185-27	~~respect to the merger of domestic corporations, and each foreign corporation or other business~~
185-28	~~entity, shall comply with the applicable provisions of the laws of the state under which it is~~
185-29	~~organized.~~
185-30	~~(2) If the surviving or new corporation, or other business entity, as the case may be, is to~~
185-31	~~be governed by the laws of any state other than this state, it shall comply with the provisions of~~
185-32	~~this chapter with respect to foreign corporations (or in the case of other business entities, such~~
185-33	~~chapter of the Rhode Island general laws relating to such other business entities) if it is to transact~~
185-34	~~business in this state, and in every case it shall file with the secretary of state of this state:~~
186-1	~~(i) An agreement that it may be served with process in this state in any proceeding for~~
186-2	~~the enforcement of any obligation of any domestic corporation which is a party to the merger and~~
186-3	~~in any proceeding for the enforcement of the rights of a dissenting shareholder of any domestic~~
186-4	~~corporation against the surviving or new corporation;~~
186-5	~~(ii) An irrevocable appointment of the secretary of state of this state as its agent to accept~~
186-6	~~service of process in any proceeding; and~~
186-7	~~(iii) An agreement that it will promptly pay to the dissenting shareholders of any~~
186-8	~~domestic corporation the amount, if any, to which they are entitled under the provisions of this~~
186-9	~~chapter regarding the rights of dissenting shareholders.~~
186-10	~~(b) The effect of the merger is the same as in the case of the merger of domestic~~
186-11	~~corporations, if the surviving or new corporation or other business entity is to be governed by the~~
186-12	~~laws of this state. If the surviving or new corporation is to be governed by the laws of any state~~
186-13	~~other than this state, the effect of the merger is the same as in the case of the merger of domestic~~
186-14	~~corporations except insofar as the laws of the other state provide otherwise.~~
186-15	~~(c) At any time prior to the filing of the articles of merger, the merger may be abandoned~~
186-16	~~pursuant to provisions for abandonment, if any, stated in the plan of merger.~~
186-17	~~(d) As used in this section, "other business entity" means a business trust or association,~~
186-18	~~a real estate investment trust, a common-law trust, a limited liability company or an~~
186-19	~~unincorporated business, including a partnership, whether general or limited.~~
186-20	~~7-1.2-1007. Conversion of other entities to a domestic corporation. --~~ ~~(a) As used in~~
186-21	~~this section, the term "other entity" means a limited liability company, business trust or~~
186-22	~~association, real estate investment trust, common-law trust, or any other unincorporated business~~
186-23	~~or entity including a partnership (whether general or limited, including a registered limited~~
186-24	~~liability partnership) or a foreign corporation.~~
186-25	~~(b) Any other entity may convert to a corporation of this state by complying with~~
186-26	~~subsection (h) of this section and filing in the office of the secretary of state:~~
186-27	~~(1) A certificate of conversion to corporation that has been executed in accordance with~~
186-28	~~subsection (i) of this section and filed in accordance with section 7-1.2-105; and~~
186-29	~~(2) Articles of incorporation that have been executed, acknowledged and filed in~~
186-30	~~accordance with section 7-1.2-105.~~
186-31	~~(c) The certificate of conversion to corporation shall state:~~
186-32	~~(1) The date on which and jurisdiction where the other entity was first created,~~
186-33	~~incorporated, formed or otherwise came into being and, if it has changed, its jurisdiction~~
186-34	~~immediately prior to its conversion to a domestic corporation;~~
187-1	~~(2) The name and type of the other entity immediately prior to the filing of the certificate~~
187-2	~~of conversion to corporation; and~~
187-3	~~(3) The name of the corporation as set forth in its articles of incorporation filed in~~
187-4	~~accordance with subsection (b) of this section.~~
187-5	~~(d) Upon the effective time of the certificate of conversion to corporation and the articles~~
187-6	~~of incorporation, the other entity shall be converted to a corporation of this state and the~~
187-7	~~corporation shall thereafter be subject to all of the provisions of this title, except that~~
187-8	~~notwithstanding subsection 7-1.2-105(d) the existence of the corporation shall be deemed to have~~
187-9	~~commenced on the date the other entity commenced its existence in the jurisdiction in which the~~
187-10	~~other entity was first created, formed, incorporated or otherwise came into being.~~
187-11	~~(e) The conversion of any other entity to a corporation of this state shall not be deemed~~
187-12	~~to affect any obligations or liabilities of the other entity incurred prior to its conversion to a~~
187-13	~~corporation of this state or the personal liability of any person incurred prior to such conversion.~~
187-14	~~(f) When an other entity has been converted to a corporation of this state pursuant to this~~
187-15	~~section, the corporation of this state shall, for all purposes of the laws of the state of Rhode~~
187-16	~~Island, be deemed to be the same entity as the converting other entity. When any conversion shall~~
187-17	~~have become effective under this section, for all purposes of the laws of the state of Rhode Island,~~
187-18	~~all of the rights, privileges and powers of the other entity that has converted, and all property,~~
187-19	~~real, personal and mixed, and all debts due to such other entity, as well as all other things and~~
187-20	~~causes of action belonging to such other entity, shall remain vested in the domestic corporation to~~
187-21	~~which such other entity has converted and shall be the property of such domestic corporation and~~
187-22	~~that title to any real property vested by deed or otherwise in such other entity shall not revert to~~
187-23	~~such other entity or be in any way impaired by reason of this chapter: but all rights of creditors~~
187-24	~~and all liens upon any property of such other entity shall be preserved unimpaired, and all debts,~~
187-25	~~liabilities and duties of the other entity that has converted shall remain attached to the corporation~~
187-26	~~of this state to which such other entity has converted, and may be enforced against it to the same~~
187-27	~~extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its~~
187-28	~~capacity as a corporation of this state. The rights, privileges, powers and interests in property of~~
187-29	~~the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed,~~
187-30	~~as a consequence of the conversion, to have been transferred to the domestic corporation to which~~
187-31	~~such other entity has converted for any purpose of the laws of the state of Rhode Island.~~
187-32	~~(g) Unless otherwise agreed for all purposes of the laws of the state of Rhode Island or as~~
187-33	~~required under applicable non-Rhode Island law, the converting other entity shall not be required~~
187-34	~~to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be~~
188-1	~~deemed to constitute a dissolution of such other entity and shall constitute a continuation of the~~
188-2	~~existence of the converting other entity in the form of a corporation of this state.~~
188-3	~~(h) Prior to filing a certificate of conversion to corporation with the office of the~~
188-4	~~secretary of state, the conversion shall be approved in the manner provided for by the document,~~
188-5	~~instrument, agreement or other writing, as the case may be, governing the internal affairs of the~~
188-6	~~other entity and the conduct of its business or by applicable law, as appropriate, and articles of~~
188-7	~~incorporation shall be approved by the same authorization required to approve the conversion.~~
188-8	~~(i) The certificate of conversion to corporation shall be signed by any person who is~~
188-9	~~authorized to sign the certificate of conversion to corporation on behalf of the other entity.~~
188-10	~~(j) In connection with a conversion hereunder, rights or securities of, or interests in, the~~
188-11	~~other entity which is to be converted to a corporation of this state may be exchanged for or~~
188-12	~~converted into cash, property, or shares of stock, rights or securities of such corporation of this~~
188-13	~~state or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property,~~
188-14	~~or shares of stock, rights or securities of or interests in another domestic corporation or other~~
188-15	~~entity or may be cancelled.~~
188-16	~~7-1.2-1008. Conversion of a domestic corporation to other entities. --~~ ~~(a) A~~
188-17	~~corporation of this state may, upon the authorization of such conversion in accordance with this~~
188-18	~~section, convert to a limited liability company, business trust or association, real estate investment~~
188-19	~~trust, common-law trust or any other unincorporated business or entity including a partnership~~
188-20	~~(whether general or limited, including a registered limited liability partnership) or a foreign~~
188-21	~~corporation.~~
188-22	~~(b) The board of directors of the corporation which desires to convert under this section~~
188-23	~~shall adopt a resolution approving such conversion, specifying the type of entity into which the~~
188-24	~~corporation shall be converted and recommending the approval of such conversion by the~~
188-25	~~stockholders of the corporation. Such resolution shall be submitted to the stockholders of the~~
188-26	~~corporation at an annual or special meeting. Due notice of the time, and purpose of the meeting~~
188-27	~~shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at the~~
188-28	~~address of the stockholder as it appears on the records of the corporation, at least twenty (20) days~~
188-29	~~prior to the date of the meeting. At the meeting, the resolution shall be considered and a vote~~
188-30	~~taken for its adoption or rejection. If all outstanding shares of stock of the corporation, whether~~
188-31	~~voting or nonvoting, shall be voted for the adoption of the resolution, the conversion shall be~~
188-32	~~authorized.~~
188-33	~~(c) If a corporation shall convert in accordance with this section to another entity~~
188-34	~~organized, formed or created under the laws of a jurisdiction other than the state of Rhode Island,~~
189-1	~~the corporation shall file with the secretary of state a certificate of conversion executed in~~
189-2	~~accordance with section 7-1.2-105 which certifies:~~
189-3	~~(1) The name of the corporation, and if it has been changed, the name under which it was~~
189-4	~~originally incorporated;~~
189-5	~~(2) The date of filing of its original articles of incorporation with the secretary of state;~~
189-6	~~(3) The name and jurisdiction of the entity and type of entity to which the corporation~~
189-7	~~shall be converted;~~
189-8	~~(4) That the conversion has been approved in accordance with the provisions of this~~
189-9	~~section;~~
189-10	~~(5) The agreement of the corporation that it may be served with process in the state of~~
189-11	~~Rhode Island in any action, suit or proceeding for enforcement of any obligation of the~~
189-12	~~corporation arising while it was a corporation of this state, and that it irrevocably appoints the~~
189-13	~~secretary of state as its agent to accept service of process in any such action, suit or proceeding;~~
189-14	~~and~~
189-15	~~(6) The address to which a copy of the process referred to in subsection (c)(5) of this~~
189-16	~~section shall be mailed to it by the secretary of state. In the event of such service upon the~~
189-17	~~secretary of state in accordance with subsection (c)(5) of this section, the secretary of state shall~~
189-18	~~forthwith notify such corporation that has converted out of the state of Rhode Island by letter,~~
189-19	~~certified mail, return receipt requested, directed to such corporation that has converted out of the~~
189-20	~~state of Rhode Island at the address so specified, unless such corporation shall have designated in~~
189-21	~~writing to the secretary of state a different address for such purpose, in which case it shall be~~
189-22	~~mailed to the last address designated. Such letter shall enclose a copy of the process and any other~~
189-23	~~papers served on the secretary of state pursuant to this subsection. It shall be the duty of the~~
189-24	~~plaintiff in the event of such service to serve process and any other papers in duplicate, to notify~~
189-25	~~the secretary of state that service is being affected pursuant to this subsection and to pay the~~
189-26	~~secretary of state the sum of fifteen dollars ($15.00) for the use of the state, which sum shall be~~
189-27	~~taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of~~
189-28	~~state shall maintain an alphabetical record of any such service setting forth the name of the~~
189-29	~~plaintiff and the defendant, the title, docket number and nature of the proceeding in which process~~
189-30	~~has been served, the fact that service has been effected pursuant to this subsection, the return date~~
189-31	~~thereof, and the day and hour service was made. The secretary of state shall not be required to~~
189-32	~~retain such information longer than five (5) years from receipt of the service of process.~~
189-33	~~(d) Upon the filing in the office of the secretary of state of a certificate of conversion to~~
189-34	~~non-Rhode Island entity in accordance with subsection (c) of this section or upon the future~~
190-1	~~effective date or time of the certificate of conversion to non-Rhode Island entity and payment to~~
190-2	~~the secretary of state of all fees prescribed under this title, the secretary of state shall certify that~~
190-3	~~the corporation has filed all documents and paid all fees required by this title, and thereupon the~~
190-4	~~corporation shall cease to exist as a corporation of this state at the time the certificate of~~
190-5	~~conversion becomes effective in accordance with section 7-1.2-105. Such certificate of the~~
190-6	~~secretary of state shall be prima facie evidence of the conversion by such corporation out of the~~
190-7	~~state of Rhode Island.~~
190-8	~~(e) The conversion of a corporation out of the state of Rhode Island in accordance with~~
190-9	~~this section and the resulting cessation of its existence as a corporation of this state pursuant to a~~
190-10	~~certificate of conversion to non-Rhode Island entity shall not be deemed to affect any obligations~~
190-11	~~or liabilities of the corporation incurred prior to such conversion or the personal liability of any~~
190-12	~~person incurred prior to such conversion, nor shall it be deemed to affect the choice of law~~
190-13	~~applicable to the corporation with respect to matters arising prior to such conversion.~~
190-14	~~(f) Unless otherwise provided in a resolution of conversion adopted in accordance with~~
190-15	~~this section, the converting corporation shall not be required to wind up its affairs or pay its~~
190-16	~~liabilities and distribute its assets, and the conversion shall not constitute a dissolution of such~~
190-17	~~corporation.~~
190-18	~~(g) In connection with a conversion of a domestic corporation to another entity pursuant~~
190-19	~~to this section, shares of stock, of the corporation of this state which is to be converted may be~~
190-20	~~exchanged for or converted into cash, property, rights or securities of, or interests in, the entity to~~
190-21	~~which the corporation of this state is being converted or, in addition to or in lieu thereof, may be~~
190-22	~~exchanged for or converted into cash, property, shares of stock, rights or securities of, or interests~~
190-23	~~in, another domestic corporation or other entity or may be cancelled.~~
190-24	~~(h) When a corporation has been converted to another entity or business form pursuant to~~
190-25	~~this section, the other entity or business form shall, for all purposes of the laws of the state of~~
190-26	~~Rhode Island, be deemed to be the same entity as the corporation. When any conversion shall~~
190-27	~~have become effective under this section, for all purposes of the laws of the state of Rhode Island,~~
190-28	~~all of the rights, privileges and powers of the corporation that has converted, and all property,~~
190-29	~~real, personal and mixed, and all debts due to such corporation, as well as all other things and~~
190-30	~~causes of action belonging to such corporation, shall remain vested in the other entity or business~~
190-31	~~form to which such corporation has converted and shall be the property of such other entity or~~
190-32	~~business form, and the title to any real property vested by deed or otherwise in such corporation~~
190-33	~~shall not revert to such corporation or be in any way impaired by reason of this chapter; but all~~
190-34	~~rights of creditors and all liens upon any property of such corporation shall be preserved~~
191-1	~~unimpaired, and all debts, liabilities and duties of the corporation that has converted shall remain~~
191-2	~~attached to the other entity or business form to which such corporation has converted, and may be~~
191-3	~~enforced against it to the same extent as if said debts, liabilities and duties had originally been~~
191-4	~~incurred or contracted by it in its capacity as such other entity or business form. The rights,~~
191-5	~~privileges, powers and interest in property of the corporation that has converted, as well as the~~
191-6	~~debts, liabilities and duties of such corporation, shall not be deemed, as a consequence of the~~
191-7	~~conversion, to have been transferred to the other entity or business form to which such~~
191-8	~~corporation has converted for any purposes of the laws of the state of Rhode Island.~~
191-9	~~(i) No vote of stockholders of a corporation shall be necessary to authorize a conversion~~
191-10	~~if no shares of the stock of such corporation shall have been issued prior to the adopting by the~~
191-11	~~board of directors of the resolution approving the conversion.~~
191-12	~~7-1.2-101. Short title. --~~ ~~This chapter is and may be cited as the "Rhode Island Business~~
191-13	~~Corporation Act."~~
191-14	~~7-1.2-1101. Sale of assets in regular course of business and mortgage or pledge of~~
191-15	~~assets. --~~ ~~The sale, lease, exchange, or other disposition of all, or substantially all, the property~~
191-16	~~and assets of a corporation in the usual and regular course of its business, and the mortgage or~~
191-17	~~pledge of any or all property and assets of a corporation, whether or not in the usual and regular~~
191-18	~~course of business, may be made upon terms and conditions and for any consideration, which~~
191-19	~~may consist in whole or in part of money or property, real or personal, including shares of any~~
191-20	~~other corporation, domestic or foreign, as is authorized by its board of directors; and in any case~~
191-21	~~no authorization or consent of the shareholders is required.~~
191-22	~~7-1.2-102. Reservation of power. --~~ ~~The general assembly at all times has power to~~
191-23	~~prescribe any regulations, provisions, and limitations that it deems advisable, which regulations,~~
191-24	~~provisions, and limitations are binding on any corporation subject to the provisions of this~~
191-25	~~chapter. The general assembly has power to amend, repeal, or modify this chapter at pleasure.~~
191-26	~~7-1.2-1102. Sale of assets other than in regular course of business. --~~ ~~A sale, lease,~~
191-27	~~exchange, or other disposition of all, or substantially all, the property and assets, with or without~~
191-28	~~the good will, of a corporation, if not in the usual and regular course of its business, may be made~~
191-29	~~upon terms and conditions and for any consideration, which may consist in whole or in part of~~
191-30	~~money or property, real or personal, including shares of any other corporation, domestic or~~
191-31	~~foreign, as is authorized in the following manner:~~
191-32	~~(a) The board of directors' adoption of a resolution recommending the sale, lease,~~
191-33	~~exchange, or other disposition, and directing the submission of the resolution to a vote at a~~
191-34	~~meeting of shareholders, which may be either an annual or a special meeting.~~
192-1	~~(b) Written notice must be given to each shareholder, whether or not entitled to vote at~~
192-2	~~the meeting, not less than twenty (20) days before the meeting, in the manner provided in this~~
192-3	~~chapter for the giving of notice of meeting of shareholders. The notice must state whether the~~
192-4	~~meeting is an annual or a special meeting, and that the purpose, or one of the purposes, is to~~
192-5	~~consider the proposed sale, lease, exchange, or other disposition. A statement of the shareholder's~~
192-6	~~right to dissent and a copy or summary of section 7-1.2-1202 must be included in or enclosed~~
192-7	~~with the notice.~~
192-8	~~(c) At the meeting the shareholders may authorize the sale, lease, exchange, or other~~
192-9	~~disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and~~
192-10	~~conditions of it and the consideration to be received by the corporation for it. The authorization~~
192-11	~~requires the affirmative vote of the holders of a majority of the shares of the corporation entitled~~
192-12	~~to vote on the authorization, unless any class of shares is entitled to vote on it as a class, pursuant~~
192-13	~~to the articles of incorporation, in which event approval of the resolution also requires the~~
192-14	~~affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote~~
192-15	~~as a class on the resolution.~~
192-16	~~(d) After the authorization by a vote of shareholders, the board of directors nevertheless,~~
192-17	~~in its discretion, may abandon the sale, lease, exchange, or other disposition of assets, subject to~~
192-18	~~the rights of third parties under any related contracts, without any further action or approval by~~
192-19	~~shareholders.~~
192-20	~~(e) A transfer of all or substantially all of the property and assets of a corporation~~
192-21	~~(i) To one or more subsidiary corporations in which the transferor corporation owns~~
192-22	~~shares possessing at least two-thirds (2/3) of the total combined voting power of all classes of~~
192-23	~~shares entitled to vote at that time for election of directors, or~~
192-24	~~(ii) For cash, with or without an assumption of liabilities of the transferor corporation is~~
192-25	~~governed by the provisions of section 7-1.2-1101 and not by this section. The sale, lease,~~
192-26	~~exchange, or other disposition of all, or substantially all, the property and assets, with or without~~
192-27	~~the good will, of one or more subsidiaries in which the parent corporation owns shares possessing~~
192-28	~~two-thirds (2/3) or more of the total combined voting power of all classes of shares entitled at that~~
192-29	~~time to vote for the election of directors is treated as a disposition of all, or substantially all, the~~
192-30	~~property and assets of the parent corporation within the meaning of this section if the shares of~~
192-31	~~the subsidiary or subsidiaries constitute all or substantially all the property and assets of the~~
192-32	~~parent corporation.~~
192-33	~~7-1.2-103. Effect of repeal of prior acts. --~~ ~~The repeal of a prior act by this chapter does~~
192-34	~~not impair, diminish or affect any right, privilege or immunity accrued or established, any suit~~
193-1	~~pending, any right of action conferred, or any duty, restriction, liability or penalty imposed or~~
193-2	~~required, under the provisions of the act, prior to the repeal.~~
193-3	~~7-1.2-104. Severability. --~~ ~~If any provision of this chapter or its application to any person~~
193-4	~~or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect~~
193-5	~~other provisions or applications of the chapter that can be given effect without the invalid~~
193-6	~~provision or application, and to this end the provisions of the chapter are severable.~~
193-7	~~7-1.2-105. Execution, filing and recording of instruments. --~~ ~~(a) Whenever any~~
193-8	~~instrument is to be filed with the secretary of state or in accordance with this chapter, the~~
193-9	~~instrument must be executed as follows:~~
193-10	~~(1) The articles of incorporation, and any other instrument to be filed before the election~~
193-11	~~of the initial board of directors if the initial directors were not named in the articles of~~
193-12	~~incorporation, must be signed by the incorporator or incorporators (or, in the case of any such~~
193-13	~~other instrument, such incorporator's or incorporators' successors and assigns).~~
193-14	~~(2) All other instruments must be signed:~~
193-15	~~(i) By any authorized officer of the corporation; or~~
193-16	~~(ii) If it appears from the instrument that there are no authorized officers, then by a~~
193-17	~~majority of the directors or by the director or directors authorized by a majority of the directors;~~
193-18	or
193-19	~~(iii) If it appears from the instrument that there are no authorized officers or directors,~~
193-20	~~then by the holders of record of all outstanding shares, or by those holders of record designated~~
193-21	~~by a majority of all outstanding shares; or~~
193-22	~~(b) Whenever this chapter requires any instrument to be acknowledged, such~~
193-23	~~requirement is satisfied by either:~~
193-24	~~(1) The formal acknowledgment by any individual signing the instrument that it is his or~~
193-25	~~her act and deed or the act and deed of the corporation, and that the facts stated therein are true.~~
193-26	~~This acknowledgment must be made before a individual who is authorized by the law of the place~~
193-27	~~of execution to take acknowledgment; or~~
193-28	~~(2) The signature, without more, of the individual or individuals signing the instrument,~~
193-29	~~in which case such signature or signatures constitutes the affirmation or acknowledgment of the~~
193-30	~~signatory, under penalties of perjury, that the instrument is that individual's act and deed or the~~
193-31	~~act and deed of the corporation, and that the facts stated therein are true.~~
193-32	~~(c) Whenever any instrument is to be filed with the secretary of state or in accordance~~
193-33	~~with this section or chapter, such requirement means that:~~
193-34	~~(1) The signed instrument must be delivered to the office of the secretary of state;~~
194-1	~~(2) All taxes and fees authorized by law to be collected by the secretary of state in~~
194-2	~~connection with the filing of the instrument must be tendered to the secretary of state; and~~
194-3	~~(3) Upon delivery of the instrument, the secretary of state shall record the date and time~~
194-4	~~of its delivery. Upon such delivery and tender of the required taxes and fees, the secretary of state~~
194-5	~~shall certify that the instrument has been filed in the secretary of state's office by endorsing upon~~
194-6	~~the signed instrument the word "Filed", and the date and time of its filing. This endorsement is~~
194-7	~~the "filing date" of the instrument, and is conclusive of the date and time of its filing in the~~
194-8	~~absence of actual fraud.~~
194-9	~~(d) Any instrument filed in accordance with subsection (c) of this section is effective~~
194-10	~~upon its filing date. Any instrument may provide that it is not to become effective until a~~
194-11	~~specified time subsequent to the time it is filed, but not later than the 90th day after the date of its~~
194-12	~~filing.~~
194-13	~~(e) If another section of this chapter specifically prescribes a manner of executing,~~
194-14	~~acknowledging or filing a specified instrument or a time when that instrument becomes effective~~
194-15	~~which differs from the corresponding provisions of this section, then such other section governs.~~
194-16	~~(f) Whenever any instrument authorized to be filed with the secretary of state under any~~
194-17	~~provision of this chapter, has been so filed and is an inaccurate record of the corporate action~~
194-18	~~therein referred to, or was defectively or erroneously executed, sealed or acknowledged, the~~
194-19	~~instrument may be corrected by filing with the secretary of state a certificate of correction of the~~
194-20	~~instrument which must be executed, acknowledged and filed in accordance with this section. The~~
194-21	~~certificate of correction must specify the inaccuracy or defect to be corrected and set forth the~~
194-22	~~portion of the instrument in corrected form. The corrected instrument must be specifically~~
194-23	~~designated as such in its heading, specify the inaccuracy or defect to be corrected, and set forth~~
194-24	~~the entire instrument in corrected form. An instrument corrected in accordance with this section is~~
194-25	~~effective as of the date the original instrument was filed, except as to those individuals who are~~
194-26	~~substantially and adversely affected by the correction and as to those individuals the instrument as~~
194-27	~~corrected is effective from its filing date.~~
194-28	~~(g) Notwithstanding that any instrument authorized to be filed with the secretary of state~~
194-29	~~under this chapter is when filed inaccurately, defectively or erroneously executed, sealed or~~
194-30	~~acknowledged, or otherwise defective in any respect, the secretary of state has no liability to any~~
194-31	~~individual for the preclearance for filing, the acceptance for filing or the filing and indexing of~~
194-32	~~such instrument by the secretary of state.~~
194-33	~~(h) Any signature on any instrument authorized to be filed with the secretary of state~~
194-34	~~under this chapter may be a facsimile or an electronically transmitted signature.~~
195-1	~~7-1.2-106. Definitions. --~~ ~~As used in this chapter:~~
195-2	~~(1) "Articles of incorporation" means the original or restated articles of incorporation and~~
195-3	~~all of their amendments including agreements of merger.~~
195-4	~~(2) "Authorized shares" means the shares of all classes which the corporation is~~
195-5	~~authorized to issue.~~
195-6	~~(3) "Corporation" or "domestic corporation" means a corporation for profit subject to the~~
195-7	~~provisions of this chapter, except a foreign corporation.~~
195-8	~~(4) "Electronic transmission" means any form of communication, not directly involving~~
195-9	~~the physical transmission of paper, that creates a record that may be retained, retrieved, and~~
195-10	~~reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a~~
195-11	~~recipient through an automated process.~~
195-12	~~(5) "Employee" includes officers but not directors. A director may accept duties which~~
195-13	~~also make him or her an employee.~~
195-14	~~(6) "Foreign corporation" means a corporation for profit organized under laws other than~~
195-15	~~the laws of this state for a purpose or purposes for which a corporation may be organized under~~
195-16	~~this chapter.~~
195-17	~~(7) "Individual" means a natural person.~~
195-18	~~(8) "Insolvent" means the inability of a corporation to pay its debts as they become due~~
195-19	~~in the usual course of its business.~~
195-20	~~(9) "Person" means an individual or an entity. An entity includes domestic and foreign~~
195-21	~~business corporation, domestic and foreign nonprofit corporation; estate; trust; domestic and~~
195-22	~~foreign unincorporated entity; and a state, the United States and a foreign government.~~
195-23	~~(10) "Shares" means the units into which the proprietary interests in a corporation are~~
195-24	~~divided.~~
195-25	~~(11) "Subscriber" means one who subscribes for shares in a corporation, whether before~~
195-26	~~or after incorporation.~~
195-27	~~(12) "Shareholder" means one who is a holder of record of shares in a corporation.~~
195-28	~~(13) "State" means the state of Rhode Island and Providence Plantations.~~
195-29	~~(14) The singular shall be construed to include the plural, the plural the singular, and the~~
195-30	~~masculine the feminine, when consistent with the intent of this chapter.~~
195-31	~~7-1.2-201. Incorporators and organization of the corporation. --~~ ~~(a) One or more~~
195-32	~~individuals may act as incorporator or incorporators of a corporation by filing articles of~~
195-33	~~incorporation for the corporation with the secretary of state.~~
195-34	~~(b) After incorporation:~~
196-1	~~(1) If initial directors are named in the articles of incorporation, the initial directors shall~~
196-2	~~hold an organizational meeting, at the call of a majority of the directors, to complete the~~
196-3	~~organization of the corporation by appointing officers, adopting bylaws, and transacting on any~~
196-4	~~other business to come before the meeting.~~
196-5	~~(2) If initial directors are not named in the articles of incorporation, the incorporator or~~
196-6	~~incorporators shall hold an organizational meeting at the call of the majority of the incorporators:~~
196-7	~~(i) To elect directors and complete the organization of the corporation; or~~
196-8	~~(ii) To elect a board of directors who will complete the organization of the corporation.~~
196-9	~~(c) The incorporator or incorporators calling a meeting under this section shall give at~~
196-10	~~least three (3) days' notice of the meeting by mail to each incorporator. The notice must state the~~
196-11	~~time and place of the meeting.~~
196-12	~~(d) The act or decision done or made by a majority of the incorporators are the act of the~~
196-13	~~incorporators, provided that an action permitted to be taken at the meeting or meetings of~~
196-14	~~incorporators under this section may be taken without a meeting if a consent, in writing, stating~~
196-15	~~the action to be taken, is signed by all of the incorporators.~~
196-16	~~7-1.2-1201. Right of shareholders to dissent. --~~ ~~(a) Any shareholder of a corporation~~
196-17	~~has the right to dissent from any of the following corporate actions:~~
196-18	~~(1) Any plan of merger to which the corporation is a party, provided articles of merger~~
196-19	~~have been filed in connection with the transaction under section 7-1.2-1003, unless the~~
196-20	~~corporation is the surviving corporation in a merger and the approval of its shareholders was not~~
196-21	~~required by virtue of the provisions of either section 7-1.2-1002 or section 7-1.2-1004; or~~
196-22	~~(2) Any sale or exchange of all or substantially all of the property and assets of a~~
196-23	~~corporation which requires the approval of the shareholders under section 7-1.2-1102.~~
196-24	~~(b) A shareholder may not dissent as to less than all of the shares registered in his or her~~
196-25	~~name which are owned beneficially by him or her. A nominee or fiduciary may not dissent on~~
196-26	~~behalf of any beneficial owner as to less than all of the shares of the owner registered in the name~~
196-27	~~of the nominee or fiduciary.~~
196-28	~~(c) Unless otherwise provided in the articles of incorporation of the issuing corporation,~~
196-29	~~there is no right to dissent for the holders of the shares of any class or series which, on the date~~
196-30	~~fixed to determine the shareholders entitled to receive notice of the proposed transaction (or a~~
196-31	~~copy of the agreement of merger under section 7-1.2-1004), were:~~
196-32	~~(1) Registered on a national securities exchange or included as national market securities~~
196-33	~~in the national association of securities dealers automated quotations system or any successor~~
196-34	~~national market system; or~~
197-1	~~(2) Held of record by not less than two thousand (2,000) shareholders.~~
197-2	~~(d) A shareholder entitled to the right to dissent under this section may not challenge a~~
197-3	~~completed corporate action for which the right to dissent is available unless such corporate action:~~
197-4	~~(1) Was not effectuated in accordance with the applicable provisions of this chapter or~~
197-5	~~the corporation's articles of incorporation, bylaws or board of directors' resolution authorizing the~~
197-6	~~corporate action; or~~
197-7	~~(2) Was procured as a result of fraud or material misrepresentation.~~
197-8	~~7-1.2-202. Articles of incorporation. --~~ ~~(a) The articles of incorporation must state:~~
197-9	~~(1) A corporate name that satisfies the requirements of section 7-1.2-401.~~
197-10	~~(2) The total number of shares which the corporation has authority to issue, and if the~~
197-11	~~corporation is to be authorized to issue more than one class of shares;~~
197-12	~~(i) The total number of shares of each class; and~~
197-13	~~(ii) A statement of all or any of the designations and the powers, preferences, and rights,~~
197-14	~~including voting rights, and the qualifications, limitations, or restrictions of them, which are~~
197-15	~~permitted by the provisions of this chapter in respect of any class or classes of shares of the~~
197-16	~~corporation and the fixing of which by the articles of association is desired, and an express grant~~
197-17	~~of the authority as it may then be desired to grant to the board of directors to fix by vote or votes~~
197-18	~~any of them that may be desired but which is not fixed by the articles.~~
197-19	~~(3) The address of its initial registered office, and the name of its initial registered agent~~
197-20	~~at the address.~~
197-21	~~(4) The name and address of each incorporator.~~
197-22	~~(b) The articles of incorporation may state:~~
197-23	~~(1) A par value of authorized shares or classes of shares.~~
197-24	~~(2) Any provisions electing to provide preemptive rights to shareholders pursuant to the~~
197-25	~~provisions of section 7-1.2-613.~~
197-26	~~(3) Any provision, not inconsistent with law, which the incorporators elect to set forth in~~
197-27	~~the articles of incorporation for the regulation of the internal affairs of the corporation, including,~~
197-28	~~but not limited to, a provision eliminating or limiting the personal liability of a director to the~~
197-29	~~corporation or to its shareholders for monetary damages for breach of the director's duty as a~~
197-30	~~director; provided that the provision does not eliminate or limit the liability of a director for:~~
197-31	~~(i) Any breach of the director's duty of loyalty to the corporation or its shareholders;~~
197-32	~~(ii) Acts or omissions not in good faith or which involve intentional misconduct or a~~
197-33	~~knowing violation of law;~~
197-34	~~(iii) Liability imposed pursuant to the provisions of section 7-1.2-811; or~~
198-1	~~(iv) Any transaction from which the director derived an improper personal benefit~~
198-2	~~(unless the transaction is permitted by section 7-1.2-807). No provision eliminating or limiting~~
198-3	~~the personal liability of a director will be effective with respect to causes of action arising prior to~~
198-4	~~the inclusion of the provision in the articles of incorporation of the corporation.~~
198-5	~~(v) Any provision which under this chapter is required or permitted to be set forth in the~~
198-6	~~bylaws.~~
198-7	~~(4) If, pursuant to section 7-1.2-105(d), the corporate existence is to begin at a time~~
198-8	~~subsequent to the issuance of the certificate of incorporation by the secretary of state, the date~~
198-9	~~when corporate existence begins.~~
198-10	~~(c) The provisions permitted by subsection (b)(3) may also be included in the articles of~~
198-11	~~incorporation or legislative charter of any existing or future financial institution, insurance~~
198-12	~~company, public utility, or other quasi public corporation having purposes enumerated as~~
198-13	~~exceptions to this chapter in section 7-1.2-301.~~
198-14	~~(d) The period of duration of a corporation is perpetual unless otherwise stated in the~~
198-15	~~articles of incorporation.~~
198-16	~~(e) It is not necessary to set forth in the articles of incorporation any of the corporate~~
198-17	~~powers enumerated in this chapter.~~
198-18	~~7-1.2-1202. Rights of dissenting shareholders. --~~ ~~(a) Any shareholder electing to~~
198-19	~~exercise the right of dissent shall file with the corporation, prior to or at the meeting of~~
198-20	~~shareholders at which the proposed corporate action is submitted to a vote, a written objection to~~
198-21	~~the proposed corporate action. If the proposed corporate action is approved by the required vote~~
198-22	~~and the shareholder has not voted in favor of it, the shareholder may, within ten (10) days after~~
198-23	~~the date on which the vote was taken, or if a corporation is to be merged without a vote of its~~
198-24	~~shareholders into another corporation, any of its shareholders may, within fifteen (15) days after~~
198-25	~~the plan of the merger has been mailed to the shareholders, make written demand on the~~
198-26	~~corporation, or, in the case of a merger, on the surviving or new corporation, domestic or foreign,~~
198-27	~~for payment of the fair value of the shareholder's shares. If the proposed corporate action is~~
198-28	~~effected, the corporation shall pay to the shareholder, upon surrender of the certificate or~~
198-29	~~certificates representing the shares, the fair value of the shares as of the day prior to the date on~~
198-30	~~which the vote was taken approving the proposed corporate action, excluding any appreciation or~~
198-31	~~depreciation in anticipation of the corporate action. Any shareholder failing to make demand~~
198-32	~~within the ten (10) day period or the fifteen (15) day period, as the case may be, is bound by the~~
198-33	~~terms of the proposed corporate action. Any shareholder making the demand is thereafter only~~
198-34	~~entitled to payment as provided in this section and is not entitled to vote or to exercise any other~~
199-1	~~rights of a shareholder.~~
199-2	~~(b) No demand may be withdrawn unless the corporation consents to it. If, however, the~~
199-3	~~demand is withdrawn upon consent, or if the proposed corporate action is abandoned or rescinded~~
199-4	~~or the shareholders revoke the authority to effect the action, or if, in the case of a merger, on the~~
199-5	~~date of the filing of the articles of merger the surviving corporation is the owner of all the~~
199-6	~~outstanding shares of the other corporations, domestic and foreign, that are parties to the merger,~~
199-7	~~or if no demand or petition for the determination of fair value by a court has been made or filed~~
199-8	~~within the time provided in this section, or if a court of competent jurisdiction determines that the~~
199-9	~~shareholder is not entitled to the relief provided by this section, then the right of the shareholder~~
199-10	~~to be paid the fair value of his or her shares ceases and his status as a shareholder is restored,~~
199-11	~~without prejudice to any corporate proceedings taken during the interim.~~
199-12	~~(c) Within ten (10) days after the corporate action is effected, the corporation, or, in the~~
199-13	~~case of a merger, the surviving or new corporation, domestic or foreign, shall give written notice~~
199-14	~~of the action to each dissenting shareholder who has made demand as provided in these~~
199-15	~~provisions, and shall make a written offer to each dissenting shareholder to pay for the shares at a~~
199-16	~~specified price deemed by the corporation to be the fair value of the shares. The notice and offer~~
199-17	~~must be accompanied by a balance sheet of the corporation the shares of which the dissenting~~
199-18	~~shareholder holds, as of the latest available date and not more than twelve (12) months prior to~~
199-19	~~the making of the offer, and a profit and loss statement of the corporation for the twelve (12)~~
199-20	~~month period ended on the date of the balance sheet.~~
199-21	~~(d) If within thirty (30) days after the date on which the corporate action was effected the~~
199-22	~~fair value of the shares is agreed upon between any dissenting shareholder and the corporation,~~
199-23	~~payment for the shares must be made within ninety (90) days after the date on which the~~
199-24	~~corporate action was effected, upon surrender of the certificate or certificates representing the~~
199-25	~~shares. Upon payment of the agreed value, the dissenting shareholder ceases to have any interest~~
199-26	~~in the shares.~~
199-27	~~(e) If within the period of thirty (30) days a dissenting shareholder and the corporation~~
199-28	~~do not agree on the matter, then the corporation, within thirty (30) days after receipt of written~~
199-29	~~request for the filing from any dissenting shareholder given within sixty (60) days after the date~~
199-30	~~on which the corporate action was effected, shall, or at its election at any time within the period~~
199-31	~~of sixty (60) days may, file a petition in any court of competent jurisdiction in the county in this~~
199-32	~~state where the registered office of the corporation is located praying that the fair value of the~~
199-33	~~shares is found and determined. If, in the case of a merger, the surviving or new corporation is a~~
199-34	~~foreign corporation without a registered office in this state, the petition must be filed in the~~
200-1	~~county where the registered office of the domestic corporation was last located. If the corporation~~
200-2	~~fails to institute the proceeding as provided, any dissenting shareholder may do so in the name of~~
200-3	~~the corporation. All dissenting shareholders, wherever they reside, must be made parties to the~~
200-4	~~proceeding as an action against their shares quasi in rem. A copy of the petition must be served~~
200-5	~~on each dissenting shareholder who is a resident of this state and served by registered or certified~~
200-6	~~mail on each dissenting shareholder who is a nonresident. Service on nonresidents may also be~~
200-7	~~made by publication as provided by law. The jurisdiction of the court is plenary and exclusive.~~
200-8	~~All shareholders who are parties to the proceeding are entitled to judgment against the~~
200-9	~~corporation for the amount of the fair value of their shares. The court may, if it so elects, appoint~~
200-10	~~one or more persons as appraisers to receive evidence and recommend a decision on the question~~
200-11	~~of fair value. The appraisers have the power and authority that is specified in the order of their~~
200-12	~~appointment or an amendment of the order. The judgment is payable only upon and concurrently~~
200-13	~~with the surrender to the corporation of the certificate or certificates representing the shares.~~
200-14	~~Upon payment of the judgment, the dissenting shareholder ceases to have any interest in the~~
200-15	~~shares.~~
200-16	~~(f) The judgment should include an allowance for interest at the rate of interest on~~
200-17	~~judgments in civil actions from the date on which the vote was taken on the proposed corporate~~
200-18	~~action to the date of payment.~~
200-19	~~(g) The court shall determine and assess the costs and expenses of any proceeding~~
200-20	~~against the corporation, but all or any part of the costs and expenses may be apportioned and~~
200-21	~~assessed as the court deems equitable against any or all of the dissenting shareholders who are~~
200-22	~~parties to the proceeding to whom the corporation has made an offer to pay for the shares if the~~
200-23	~~court finds that the action of the shareholders in failing to accept the offer was arbitrary or~~
200-24	~~vexatious or not in good faith. The expenses include reasonable compensation for and reasonable~~
200-25	~~expenses of the appraisers, but exclude the fees and expenses of counsel for and experts~~
200-26	~~employed by any party; but if the fair value of the shares as determined materially exceeds the~~
200-27	~~amount which the corporation offered to pay for the shares, or if no offer was made, the court in~~
200-28	~~its discretion may award to any shareholder who is a party to the proceeding a sum that the court~~
200-29	~~determines to be reasonable compensation to any expert or experts employed by the shareholder~~
200-30	~~in the proceeding.~~
200-31	~~(h) Within twenty (20) days after demanding payment for his shares, each shareholder~~
200-32	~~demanding payment shall submit the certificate or certificates representing his shares to the~~
200-33	~~corporation for notation on the certificate that the demand has been made. His or her failure to do~~
200-34	~~so may, at the option of the corporation, terminate his or her rights under this section unless a~~
201-1	~~court of competent jurisdiction, for good and sufficient cause shown, directs otherwise. If shares~~
201-2	~~represented by a certificate on which notation has been made are transferred, each new certificate~~
201-3	~~issued for the shares must bear similar notation, together with the name of the original dissenting~~
201-4	~~holder of the shares, and a transferee of the shares acquires by the transfer no rights in the~~
201-5	~~corporation other than those which the original dissenting shareholder had after making demand~~
201-6	~~for payment of the fair value of the shares.~~
201-7	~~(i) Shares acquired by a corporation pursuant to payment of the agreed value for the~~
201-8	~~shares or to payment of the judgment entered for the shares, as provided in this section, may be~~
201-9	~~held and disposed of by the corporation. However, in the case of a merger, they may be held and~~
201-10	~~disposed of as the plan of merger otherwise provides.~~
201-11	~~7-1.2-203. Bylaws. --~~ ~~(a) The bylaws may contain any provisions for the regulation and~~
201-12	~~management of the affairs of the corporation not inconsistent with law or the articles of~~
201-13	~~incorporation. The initial bylaws of a corporation must be adopted by its incorporators or by its~~
201-14	~~board of directors at its organization meeting. Subsequently, the bylaws may be amended by the~~
201-15	~~shareholders, or, unless otherwise provided in the articles of incorporation or bylaws, by the~~
201-16	~~board of directors, but any amendment to the bylaws by the board of directors may be changed by~~
201-17	~~the shareholders.~~
201-18	~~(b) Emergency Bylaws.~~
201-19	~~(1) The board of directors of any corporation may adopt emergency bylaws, subject to~~
201-20	~~repeal or change by action of the shareholders, which are, notwithstanding any different provision~~
201-21	~~elsewhere in this chapter or in the articles of incorporation or bylaws, operative during any~~
201-22	~~emergency in the conduct of the business of the corporation resulting from an attack on the~~
201-23	~~United States or any nuclear or atomic disaster. The emergency bylaws may make any provision~~
201-24	~~that may be practical and necessary for the circumstances of the emergency, including provisions~~
201-25	~~that:~~
201-26	~~(i) A meeting of the board of directors may be called by any officer or director in any~~
201-27	~~manner and under conditions prescribed in the emergency bylaws;~~
201-28	~~(ii) The director or directors in attendance at the meeting, or any greater number fixed by~~
201-29	~~the emergency bylaws, constitutes a quorum; and~~
201-30	~~(iii) The officers or other individuals designated on a list approved by the board of~~
201-31	~~directors before the emergency, all in the order of priority and subject to the conditions, and for a~~
201-32	~~period of time (not longer than reasonably necessary after the termination of the emergency) that~~
201-33	~~may be provided in the emergency bylaws or in the resolution approving the list, are, to the extent~~
201-34	~~required to provide a quorum at any meeting of the board of directors, deemed directors for the~~
202-1	~~meeting.~~
202-2	~~(2) The board of directors, either before or during any emergency, may provide, and~~
202-3	~~from time to time modify, lines of succession in the event that during an emergency any or all~~
202-4	~~officers or agents of the corporation are for any reason rendered incapable of discharging their~~
202-5	~~duties.~~
202-6	~~(3) The board of directors, either before or during any emergency, may, effective in the~~
202-7	~~emergency, change the head office or designate several alternative head offices or regional~~
202-8	~~offices, or authorize the officers so to do.~~
202-9	~~(4) To the extent not inconsistent with any adopted emergency bylaws, the bylaws of the~~
202-10	~~corporation remain in effect during any emergency, and upon its termination the emergency~~
202-11	~~bylaws cease to be operative.~~
202-12	~~(5) Unless otherwise provided in emergency bylaws, notice of any meeting of the board~~
202-13	~~of directors during any emergency may be given only to those directors that it may be feasible to~~
202-14	~~reach at the time and by any means that may be feasible at the time, including publication or~~
202-15	~~radio.~~
202-16	~~(6) To the extent required to constitute a quorum at any meeting of the board of directors~~
202-17	~~during any emergency, the officers of the corporation who are present are, unless otherwise~~
202-18	~~provided in emergency bylaws, deemed, in order of rank and within the same rank in order of~~
202-19	~~seniority, directors for the meeting.~~
202-20	~~(7) No officer, director, or employee acting in accordance with any emergency bylaws is~~
202-21	~~liable except for willful misconduct. No officer, director, or employee is liable for any action~~
202-22	~~taken by him or her in good faith in an emergency in furtherance of the ordinary business affairs~~
202-23	~~of the corporation even though not authorized by the bylaws then in effect.~~
202-24	~~7-1.2-301. Purposes. --~~ ~~Corporations may be organized under this chapter for any lawful~~
202-25	~~purpose or purposes, except for the purpose of carrying on within this state the business of a~~
202-26	~~bank, savings bank, trust company, building and loan association, loan and investment company,~~
202-27	~~safe deposit company, railroad, electric railroad or street railway company, telegraph or telephone~~
202-28	~~company, gas or electric light, heat or power company, canal, aqueduct, or water company,~~
202-29	~~turnpike company, or any corporation which now has or may subsequently have the right to take~~
202-30	~~or condemn land or other property within this state under the power of eminent domain, or to~~
202-31	~~exercise or acquire franchises in streets or highways of this state, and further except for the~~
202-32	~~purpose of rendering the professional services specified in chapter 5.1 of this title which must be~~
202-33	~~organized under the provisions of that chapter.~~
202-34	~~7-1.2-1301. Voluntary dissolution by incorporators. --~~ ~~(a) A corporation which has not~~
203-1	~~commenced business and which has not issued any shares, may be voluntarily dissolved by its~~
203-2	~~incorporators at any time in the following manner:~~
203-3	~~(1) Articles of dissolution are executed by a majority of the incorporators, and verified~~
203-4	~~by them, and state:~~
203-5	~~(i) The name of the corporation.~~
203-6	~~(ii) The date of issuance of its certificate of incorporation.~~
203-7	~~(iii) That none of its shares have been issued.~~
203-8	~~(iv) That the corporation has not commenced business.~~
203-9	~~(v) That the amount, if any, actually paid in on subscriptions for its shares, less any part~~
203-10	~~of the amount disbursed for necessary expenses, has been returned to those entitled to it.~~
203-11	~~(vi) That no debts of the corporation remain unpaid.~~
203-12	~~(vii) That a majority of the incorporators elect that the corporation be dissolved.~~
203-13	~~(2) The original articles of dissolution are delivered to the secretary of state. If the~~
203-14	~~secretary of state finds that the articles of dissolution conform to law, the secretary of state shall,~~
203-15	~~when all fees and franchise taxes have been paid:~~
203-16	~~(i) Endorse on the original the word "Filed," and the month, day, and year of the filing.~~
203-17	~~(ii) File the original in his or her office.~~
203-18	~~(iii) Issue a certificate of dissolution.~~
203-19	~~(3) If the corporation is dissolved prior to the effective date stated on the articles of~~
203-20	~~incorporation, no franchise taxes shall be due.~~
203-21	~~(b) The certificate of dissolution is delivered to the incorporators or their representative.~~
203-22	~~Upon the issuance of the certificate of dissolution by the secretary of state, the existence of the~~
203-23	~~corporation ceases.~~
203-24	~~7-1.2-302. Powers. --~~ ~~(a) In addition to the powers enumerated below, every corporation,~~
203-25	~~its officers, directors and shareholders possess and may exercise all the powers and privileges~~
203-26	~~granted by this chapter or by any other law or by its articles of incorporation, together with any~~
203-27	~~powers incidental thereto, so far as such powers and privileges are necessary or convenient to the~~
203-28	~~conduct, promotion or attainment of its business.~~
203-29	~~(b) Each corporation has power to:~~
203-30	~~(1) Have perpetual existence unless a limited period of duration is stated in its articles of~~
203-31	~~incorporation.~~
203-32	~~(2) Sue and be sued, complain and defend, in its corporate name.~~
203-33	~~(3) Have a corporate seal which may be altered at pleasure, and to use the seal by~~
203-34	~~causing it, or a facsimile of it, to be impressed or affixed or reproduced in any other manner.~~
204-1	~~(4) Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, and~~
204-2	~~otherwise deal in and with, real or personal property, or any interest in that property, wherever~~
204-3	~~situated.~~
204-4	~~(5) Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of~~
204-5	~~all or any part of its property and assets.~~
204-6	~~(6) Lend money and use its credit to assist its employees.~~
204-7	~~(7) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use,~~
204-8	~~employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and~~
204-9	~~with, shares or other interests in, or obligations of, other domestic or foreign corporations,~~
204-10	~~associations, partnerships, limited liability companies or individuals, or direct or indirect~~
204-11	~~obligations of the United States or of any other government, state, territory, governmental district~~
204-12	~~or municipality or of any of their instrumentalities.~~
204-13	~~(8) Make contracts and guarantees and incur liabilities, borrow money at the rate of~~
204-14	~~interest that the corporation may determine, issue its notes, bonds, and other obligations, and~~
204-15	~~secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and~~
204-16	~~income.~~
204-17	~~(9) Lend money for its corporate purposes, invest and reinvest its funds, and take and~~
204-18	~~hold real and personal property as security for the payment of the funds loaned or invested.~~
204-19	~~(10) Conduct its business, carry on its operations, and have offices and exercise the~~
204-20	~~powers granted by this chapter, within or without this state.~~
204-21	~~(11) Elect or appoint officers and agents of the corporation, and define their duties, and~~
204-22	~~fix their compensation.~~
204-23	~~(12) Make and alter bylaws, not inconsistent with its articles of incorporation or with the~~
204-24	~~laws of this state, for the administration and regulation of the affairs of the corporation.~~
204-25	~~(13) Make donations for the public welfare or for charitable, scientific, or educational~~
204-26	~~purposes.~~
204-27	~~(14) Transact any lawful business which the board of directors finds will aid~~
204-28	~~governmental authority.~~
204-29	~~(15) Pay pensions and establish pension plans, pension trusts, profit sharing plans, stock~~
204-30	~~bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers,~~
204-31	~~and employees.~~
204-32	~~(16) Provide insurance for its benefit on the life of any of its directors, officers, or~~
204-33	~~employees, or on the life of any shareholder for the purpose of acquiring at his or her death shares~~
204-34	~~of its stock owned by the shareholder.~~
205-1	~~(17) Be a promoter, partner, member, associate, or manager of any partnership, limited~~
205-2	~~liability company, joint venture, trust, or other enterprise.~~
205-3	~~(18) Make payments or donations, or do any other act, not inconsistent with law, that~~
205-4	~~furthers the business and affairs of the corporation.~~
205-5	~~(19) Indemnify any individual pursuant to section 7-1.2-814.~~
205-6	~~(20) Make guarantees, although not in furtherance of its corporate purposes, when~~
205-7	~~authorized at a meeting of shareholders by the affirmative vote of the holders of a majority of the~~
205-8	~~shares of the corporation entitled to vote on guarantees, or a greater percentage that is provided in~~
205-9	~~the articles of incorporation or bylaws.~~
205-10	~~(21) If authorized by a like vote, to mortgage, pledge, or give a security interest in all or~~
205-11	~~any of its property, franchises, and income to secure a guarantee or to secure obligations other~~
205-12	~~than its own.~~
205-13	~~(c) Every corporation is governed by the provisions and is subject to the restrictions and~~
205-14	~~liabilities contained in this chapter.~~
205-15	~~7-1.2-1302. Voluntary dissolution by consent of shareholders. --~~ ~~(a) A corporation~~
205-16	~~may be voluntarily dissolved by the written consent of all of its shareholders entitled to vote~~
205-17	~~thereon.~~
205-18	~~(b) Upon the adoption of the resolution:~~
205-19	~~(1) The corporation shall immediately deliver notice of the adoption of such resolution to~~
205-20	~~each known creditor of the corporation.~~
205-21	~~(2) The corporation shall proceed to collect its assets, sell or otherwise dispose of those~~
205-22	~~of its properties that are not to be distributed in kind to its shareholders, pay, satisfy, and~~
205-23	~~discharge its liabilities and obligations and do all other acts required to liquidate its business and~~
205-24	~~affairs. After paying or adequately providing for the payment of all its obligations, the~~
205-25	~~corporation distributes the remainder of its assets, either in cash or in kind, among its~~
205-26	~~shareholders according to their respective rights and interests.~~
205-27	~~(3) The corporation, at any time during the liquidation of its business and affairs, may~~
205-28	~~apply to a court of competent jurisdiction within the state and county in which the registered~~
205-29	~~office or principal place of business of the corporation is situated, to have the liquidation~~
205-30	~~continued under the supervision of the court as provided in this chapter.~~
205-31	~~(c) Upon the completion of the actions set forth in subsection 7-1.2-1302(b) above, the~~
205-32	~~corporation shall execute and file articles of dissolution in accordance with the provisions of~~
205-33	~~sections 7-1.2-1308 and 7-1.2-1309.~~
205-34	~~7-1.2-303. Defense of ultra vires. --~~ ~~No act of a corporation and no conveyance or~~
206-1	~~transfer of real or personal property to or by a corporation is invalid because the corporation was~~
206-2	~~without capacity or power to do the act or to make or receive the conveyance or transfer, but the~~
206-3	~~lack of capacity or power may be asserted:~~
206-4	~~(a) In a proceeding by a shareholder against the corporation to enjoin the doing of any~~
206-5	~~act or the transfer of real or personal property by or to the corporation. If the unauthorized act or~~
206-6	~~transfer sought to be enjoined is being, or is to be, performed or made pursuant to a contract to~~
206-7	~~which the corporation is a party, the court may, if all of the parties to the contract are parties to~~
206-8	~~the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of~~
206-9	~~the contract, and in so doing may allow to the corporation or to the other parties to the contract, as~~
206-10	~~the case may be, compensation for the loss or damage sustained by either of them which may~~
206-11	~~result from the action of the court in setting aside and enjoining the performance of the contract,~~
206-12	~~but anticipated profits to be derived from the performance of the contract shall not be awarded by~~
206-13	~~the court as a loss or damage sustained.~~
206-14	~~(b) In a proceeding by the corporation, whether acting directly or through a receiver,~~
206-15	~~trustee, or other legal representative, or through shareholders in a representative suit, against the~~
206-16	~~incumbent or former officers or directors of the corporation.~~
206-17	~~(c) In a proceeding by the attorney general, as provided in this chapter, to dissolve the~~
206-18	~~corporation, or in a proceeding by the attorney general to enjoin the corporation from the~~
206-19	~~transaction of unauthorized business.~~
206-20	~~7-1.2-1303. Voluntary dissolution by act of corporation. --~~ ~~A corporation may be~~
206-21	~~dissolved by the act of the corporation, when authorized in the following manner:~~
206-22	~~(1) The board of directors adopts a resolution recommending that the corporation be~~
206-23	~~dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of~~
206-24	~~the shareholders, which may be either an annual or a special meeting.~~
206-25	~~(2) Written notice is given to each shareholder entitled to vote at the meeting within the~~
206-26	~~time and in the manner provided in this chapter for the giving of notice of meetings of~~
206-27	~~shareholders, and, whether the meeting is an annual or special meeting, states that the purpose, or~~
206-28	~~one of the purposes, of the meeting is to consider the advisability of dissolving the corporation.~~
206-29	~~(3) At the meeting a vote of shareholders entitled to vote at the meeting is taken on a~~
206-30	~~resolution to dissolve the corporation. The resolution is adopted upon receiving the affirmative~~
206-31	~~vote of the holders of a majority of the shares of the corporation entitled to vote on the resolution,~~
206-32	~~unless any class of shares is entitled to vote on the resolution as a class, in which event approval~~
206-33	~~of the resolution also requires the affirmative vote of the holders of a majority of the shares of~~
206-34	~~each class of shares entitled to vote as a class and of the total shares entitled to vote on the~~
207-1	~~resolution.~~
207-2	~~(4) The corporation shall immediately deliver notice of the adoption of such resolution~~
207-3	~~by a vote of the shareholders to each known creditor of the corporation.~~
207-4	~~(5) The corporation shall proceed to collect its assets, sell or otherwise dispose of those~~
207-5	~~of its properties that are not to be distributed in kind to its shareholders, pay, satisfy, and~~
207-6	~~discharge its liabilities and obligations and do all other acts required to liquidate its business and~~
207-7	~~affairs. After paying or adequately providing for the payment of all its obligations, the~~
207-8	~~corporation distributes the remainder of its assets, either in cash or in kind, among its~~
207-9	~~shareholders according to their respective rights and interests.~~
207-10	~~(6) The corporation, at any time during the liquidation of its business and affairs, may~~
207-11	~~apply to a court of competent jurisdiction within the state and county in which the registered~~
207-12	~~office or principal place of business of the corporation is situated, to have the liquidation~~
207-13	~~continued under the supervision of the court as provided in this chapter.~~
207-14	~~(7) Upon the completion of actions set forth in subsections 7-1.2-1303(1) -- (6) above,~~
207-15	~~the corporation shall execute and file articles of dissolution in accordance with the provisions of~~
207-16	~~sections 7-1.2-1308 and 7-1.2-1309.~~
207-17	~~7-1.2-1304. Revocation of voluntary dissolution proceedings by consent of~~
207-18	~~shareholders. --~~ ~~(a) By the written consent of all of its shareholders entitled to vote thereon, a~~
207-19	~~corporation may, within one hundred twenty (120) days of its effective date of the articles of~~
207-20	~~dissolution, revoke voluntary dissolution proceedings previously taken, in the following manner:~~
207-21	~~(b) Upon the execution of the written consent, a statement of revocation of voluntary~~
207-22	~~dissolution proceedings is executed by the corporation by its authorized representative. The~~
207-23	~~statement proclaims:~~
207-24	~~(1) The name of the corporation.~~
207-25	~~(2) The names and respective addresses of its officers.~~
207-26	~~(3) The names and respective addresses of its directors.~~
207-27	~~(4) A copy of the written consent signed by all shareholders of the corporation revoking~~
207-28	~~the voluntary dissolution proceedings.~~
207-29	~~(5) That the written consent has been signed by all shareholders entitled to vote thereon~~
207-30	~~of the corporation or signed in their names by their authorized attorneys.~~
207-31	~~7-1.2-1305. Revocation of voluntary dissolution proceedings by act of corporation. --~~
207-32	~~By the act of the corporation, a corporation may, at any time within one hundred twenty (120)~~
207-33	~~days of its effective date of the articles of dissolution, revoke voluntary dissolution proceedings~~
207-34	~~previously taken, in the following manner:~~
208-1	~~(a) The board of directors adopts a resolution recommending that the voluntary~~
208-2	~~dissolution proceedings be revoked, and directing that the question of the revocation be submitted~~
208-3	~~to a vote at a special meeting of shareholders.~~
208-4	~~(b) Written notice, stating that the purpose, or one of the purposes, of the meeting is to~~
208-5	~~consider the advisability of revoking the voluntary dissolution proceedings, is given to each~~
208-6	~~shareholder entitled to vote at the meeting within the time and in the manner provided in this~~
208-7	~~chapter for the giving of notice of special meetings of shareholders.~~
208-8	~~(c) At the meeting, a vote of the shareholders entitled to vote at the meeting is taken on a~~
208-9	~~resolution to revoke the voluntary dissolution proceedings, which requires for its adoption the~~
208-10	~~affirmative vote of the holders of a majority of the shares entitled to vote on the resolution.~~
208-11	~~(d) Upon the adoption of the resolution, a statement of revocation of voluntary~~
208-12	~~dissolution proceedings is executed by the corporation by its authorized representative. The~~
208-13	~~statement proclaims:~~
208-14	~~(1) The name of the corporation.~~
208-15	~~(2) The names and respective addresses of its officers.~~
208-16	~~(3) The names and respective addresses of its directors.~~
208-17	~~(4) A copy of the resolution adopted by the shareholders revoking the voluntary~~
208-18	~~dissolution proceedings.~~
208-19	~~(5) The number of shares outstanding.~~
208-20	~~(6) The number of shares voted for and against the resolution, respectively.~~
208-21	~~7-1.2-1306. Filing of statement of revocation of voluntary dissolution proceedings. --~~
208-22	~~The statement of revocation of voluntary dissolution proceedings, whether by consent of~~
208-23	~~shareholders or by act of the corporation, is delivered to the secretary of state. If the secretary of~~
208-24	~~state finds that the statement conforms to law, the secretary of state shall, when all fees and~~
208-25	~~franchise taxes have been paid:~~
208-26	~~(a) Endorse on the original the word "Filed," and the month, day, and year of the filing.~~
208-27	~~(b) File the original in his office.~~
208-28	~~7-1.2-1307. Effect of statement of revocation of voluntary dissolution proceedings. --~~
208-29	~~(a) Upon the filing by the secretary of state of a statement of revocation of voluntary dissolution~~
208-30	~~proceedings, whether by consent of its shareholders or by act of the corporation, the revocation of~~
208-31	~~the voluntary dissolution proceedings becomes effective and the corporation may again carry on~~
208-32	~~its business.~~
208-33	~~(b) Revocation of dissolution is effective upon the effective date of the statement of~~
208-34	~~revocation of voluntary dissolution.~~
209-1	~~(c) When the revocation of dissolution is effective, it relates back to and takes effect as~~
209-2	~~of the effective date of the dissolution and the corporation resumes carrying on its business as if~~
209-3	~~dissolution had never occurred, except as subsequently provided.~~
209-4	~~(d) If, as permitted by the provisions of this title, another corporation, whether business~~
209-5	~~or nonprofit, limited partnership, limited liability partnership or limited liability company,~~
209-6	~~domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious~~
209-7	~~business name statement with respect to or reserved or registered a name which is not~~
209-8	~~distinguishable upon the records of the secretary of state from the name of a corporation with~~
209-9	~~respect to which the certificate of voluntary dissolution is proposed to be withdrawn, then the~~
209-10	~~secretary of state shall condition effectiveness of the statement of revocation of voluntary~~
209-11	~~dissolution upon the amendment by the corporation of its articles of incorporation or otherwise~~
209-12	~~complying with the provisions of this chapter with respect to the use of a name available to it~~
209-13	~~under the laws of this state so as to designate a name which is distinguishable upon the records of~~
209-14	~~the secretary of state from its former name.~~
209-15	~~7-1.2-1308. Articles of dissolution. --~~ ~~The corporation shall execute articles of~~
209-16	~~dissolution by its authorized officer. The statement proclaims:~~
209-17	~~(a) The name of the corporation.~~
209-18	~~(b) That all debts, obligations, and liabilities of the corporation have been paid and~~
209-19	~~discharged or that adequate provision has been made for the payment.~~
209-20	~~(c) That all the remaining property and assets of the corporation have been distributed~~
209-21	~~among its shareholders in accordance with their respective rights and interests.~~
209-22	~~(d) That there are not suits pending against the corporation in any court, or that adequate~~
209-23	~~provision has been made for the satisfaction of any judgment, order, or decree which may be~~
209-24	~~entered against it in any pending suit.~~
209-25	~~7-1.2-1309. Filing of articles of dissolution. --~~ ~~(a) The articles of dissolution are~~
209-26	~~delivered to the secretary of state. If the secretary of state finds that the articles of dissolution~~
209-27	~~conform to law, the secretary of state shall, when all fees and franchise taxes have been paid:~~
209-28	~~(1) Endorse on the original the word "Filed," and the month, day, and year of the filing.~~
209-29	~~(2) File the original in his or her office.~~
209-30	~~(3) Issue a certificate of dissolution.~~
209-31	~~(b) The certificate of dissolution is delivered to the representative of the dissolved~~
209-32	~~corporation. Upon the issuance of the certificate of dissolution the existence of the corporation~~
209-33	~~ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by~~
209-34	~~shareholders, directors, and officers as provided in this chapter.~~
210-1	~~7-1.2-1310. Revocation of articles of incorporation. --~~ ~~(a) The articles of incorporation~~
210-2	~~of a corporation may be revoked by the secretary of state upon the conditions prescribed in this~~
210-3	~~section when it is established that:~~
210-4	~~(1) The corporation procured its articles of incorporation through fraud; or~~
210-5	~~(2) The corporation has continued to exceed or abuse the authority conferred upon it by~~
210-6	~~law; or~~
210-7	~~(3) The corporation has failed to file its annual report within the time required by this~~
210-8	~~chapter, or has failed to pay any fees, when they have become due and payable; or~~
210-9	~~(4) The corporation has failed for thirty (30) days to appoint and maintain a registered~~
210-10	~~agent in this state as required by this chapter; or~~
210-11	~~(5) The corporation has failed, after change of its registered office or registered agent, to~~
210-12	~~file in the office of the secretary of state a statement of the change as required by this chapter; or~~
210-13	~~(6) The corporation has failed to file in the office of the secretary of state any~~
210-14	~~amendment to its articles of incorporation or any articles of merger within the time prescribed by~~
210-15	~~this chapter; or~~
210-16	~~(7) A misrepresentation has been made of any material matter in any application, report,~~
210-17	~~affidavit, or other document submitted by the corporation pursuant to this chapter.~~
210-18	~~(b) No articles of incorporation of a corporation may be revoked by the secretary of state~~
210-19	~~unless:~~
210-20	~~(1) The secretary of state gives the corporation not less than sixty (60) days notice~~
210-21	~~thereof by regular mail addressed to the registered office of the corporation in this state on file~~
210-22	~~with the secretary of state's office; provided, however, that if a prior mailing addressed to the~~
210-23	~~registered office of the corporation in this state currently on file with the secretary of state's office~~
210-24	~~has been returned to the secretary of state as undeliverable by the United States Postal Service for~~
210-25	~~any reason, or if the revocation notice is returned as undeliverable to the secretary of state's office~~
210-26	~~by the United States Postal Service for any reason, the secretary of state gives notice as follows:~~
210-27	~~(i) To the corporation at its principal office of record as shown in its most recent annual~~
210-28	~~report, and no further notice is required; or~~
210-29	~~(ii) In the case of a domestic corporation which has not yet filed an annual report, then to~~
210-30	~~any one of the incorporators listed on the articles of incorporation, and no further notice is~~
210-31	~~required; and~~
210-32	~~(2) The corporation fails prior to revocation to file the annual report or pay the fees, or~~
210-33	~~file the required statement of change of registered agent or registered office, or file the articles of~~
210-34	~~amendment or articles of merger, or correct the misrepresentation.~~
211-1	~~7-1.2-1311. Issuance of certificates of revocation. --~~ ~~(a) Upon revoking any certificate~~
211-2	~~of incorporation, the secretary of state shall:~~
211-3	~~(1) Issue a certificate of revocation;~~
211-4	~~(2) File the certificate in his or her office; and~~
211-5	~~(3) Send to the corporation by regular mail a copy of the certificate of revocation,~~
211-6	~~addressed to the registered office of the corporation in this state on file with the secretary of~~
211-7	~~state's office; provided, however, that if a prior mailing addressed to the registered office of the~~
211-8	~~corporation in this state currently on file with the secretary of state's office has been returned to~~
211-9	~~the secretary of state as undeliverable by the United States Postal Service for any reason, or if the~~
211-10	~~revocation certificate is returned as undeliverable to the secretary of state's office by the United~~
211-11	~~States Postal Service for any reason, the secretary of state shall give notice as follows:~~
211-12	~~(i) To the corporation at its principal office of record as shown in its most recent annual~~
211-13	~~report, and no further notice is required; or~~
211-14	~~(ii) In the case of a domestic corporation which has not yet filed an annual report, then to~~
211-15	~~any one of the incorporators listed on the articles of incorporation, and no further notice is~~
211-16	~~required.~~
211-17	~~(b) Upon the issuance of the certificate of revocation, the authority of the corporation to~~
211-18	~~transact business in this state ceases.~~
211-19	~~(c) Notwithstanding anything to the contrary, the issuance of a certificate of revocation~~
211-20	~~of a corporation does not terminate the authority of its registered agent.~~
211-21	~~7-1.2-1312. Withdrawal of certificate of revocation. --~~ ~~(a) Within ten (10) years after~~
211-22	~~issuing a certificate of revocation as provided in section 7-1.2-1311, the secretary of state may~~
211-23	~~withdraw the certificate of revocation and retroactively reinstate the corporation in good standing~~
211-24	~~as if its articles of incorporation had not been revoked, except as subsequently provided:~~
211-25	~~(1) Upon the filing by the corporation of the documents it had previously failed to file as~~
211-26	~~set forth in subdivisions (3) -- (6) of section 7-1.2-1310(a); and~~
211-27	~~(2) Upon the payment by the corporation of a penalty for each year or part of a year that~~
211-28	~~has elapsed since the issuance of the certificate of revocation.~~
211-29	~~(3) Upon the filing by the corporation of a certificate of good standing from the Rhode~~
211-30	~~Island division of taxation.~~
211-31	~~(b) If, as permitted by the provisions of this title, another corporation, whether business~~
211-32	~~or nonprofit, limited partnership, limited liability partnership or limited liability company, or~~
211-33	~~domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious~~
211-34	~~business name statement with respect to or reserved or registered a name which is not~~
212-1	~~distinguishable upon the records of the secretary of state from the name of a corporation with~~
212-2	~~respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of~~
212-3	~~state shall condition the withdrawal of the certificate of revocation upon the reinstated~~
212-4	~~corporation's amending its articles of incorporation or otherwise complying with the provisions of~~
212-5	~~this chapter with respect to the use of a name available to it under the laws of this state so as to~~
212-6	~~designate a name which is distinguishable upon the records of the secretary of state from its~~
212-7	~~former name.~~
212-8	~~(c) Upon the withdrawal of the certificate of revocation and reinstatement of the~~
212-9	~~corporation in good standing as provided in subsection (a) of this section, title to any real estate,~~
212-10	~~or any interest in real estate, held by the corporation at the time of the issuance of the certificate~~
212-11	~~of revocation and not conveyed subsequent to the revocation of its articles of incorporation is~~
212-12	~~deemed to be revested in the corporation without further act or deed.~~
212-13	~~7-1.2-1313. Appeal from revocation of articles of incorporation. --~~ ~~Any corporation~~
212-14	~~aggrieved by the action of the secretary of state in revoking its articles of incorporation may~~
212-15	~~appeal the action in the manner provided in section 7-1.2-1601.~~
212-16	~~7-1.2-1314. Jurisdiction of court to liquidate assets and business of corporation. --~~
212-17	~~(a) The superior court has full power to liquidate the assets and business of a corporation:~~
212-18	~~(1) In an action by a shareholder when it is established that, whether or not the corporate~~
212-19	~~business has been or could be operated at a profit, dissolution would be beneficial to the~~
212-20	~~shareholders because:~~
212-21	~~(i) The directors or those other individuals that may be responsible for management~~
212-22	~~pursuant to section 7-1.2-1701(a) are deadlocked in the management of the corporate affairs and~~
212-23	~~the shareholders are unable to break the deadlock; or~~
212-24	~~(ii) The acts of the directors or those in control of the corporation are illegal, oppressive,~~
212-25	~~or fraudulent; or~~
212-26	~~(iii) The shareholders are deadlocked in voting power, and have failed, for a period~~
212-27	~~which includes at least two (2) consecutive annual meeting dates, to elect successors to directors~~
212-28	~~whose terms have expired or would have expired upon the election and qualification of their~~
212-29	~~successors; or~~
212-30	~~(iv) The corporate assets are being misapplied or are in danger of being wasted or lost; or~~
212-31	~~(v) Two (2) or more factions of shareholders are divided and there is such internal~~
212-32	~~dissension that serious harm to the business and affairs of the corporation is threatened; or~~
212-33	~~(vi) The holders of one-half (1/2) or more of all the outstanding shares of the corporation~~
212-34	~~have voted to dissolve the corporation;~~
213-1	~~(2) (i) In an action by a creditor:~~
213-2	~~(A) When it is established that the corporation is insolvent; or~~
213-3	~~(B) When it is established that the corporate assets are being misapplied or are in danger~~
213-4	~~of being wasted or lost.~~
213-5	~~(ii) If it is established that the claim of a creditor has been reduced to judgment and an~~
213-6	~~execution on the judgment returned unsatisfied or that a corporation has admitted, in writing, that~~
213-7	~~the claim of a creditor is due and owing, the establishment of the facts are prima facie evidence of~~
213-8	~~insolvency.~~
213-9	~~(iii) Every petition filed by a creditor for the liquidation of the assets and business of a~~
213-10	~~corporation must contain a statement as to whether the creditor is or is not an officer, director, or~~
213-11	~~shareholder of the corporation. Every petition for the liquidation of the assets and business of a~~
213-12	~~corporation filed by an officer, director, or shareholder of a corporation or by a creditor who is an~~
213-13	~~officer, director or shareholder, must contain, to the best of petitioner's knowledge, information,~~
213-14	~~and belief, the names and addresses of all known creditors of any class of the corporation.~~
213-15	~~(3) When an action has been filed by the attorney general to dissolve a corporation and it~~
213-16	~~is established that liquidation of its business and affairs should precede the entry of a decree of~~
213-17	~~dissolution.~~
213-18	~~(b) Proceedings under subdivisions (a)(1) or (a)(2) should be brought in the county in~~
213-19	~~which the registered or principal office of the corporation is situated.~~
213-20	~~(c) It is not necessary to make shareholders parties to any action or proceeding unless~~
213-21	~~relief is sought against them personally.~~
213-22	~~7-1.2-1315. Avoidance of dissolution by share buyout. --~~ ~~Whenever a petition for~~
213-23	~~dissolution of a corporation is filed by one or more shareholders (subsequently in this section~~
213-24	~~referred to as the "petitioner") pursuant to either section 7-1.2-1314 or a right to compel~~
213-25	~~dissolution which is authorized under section 7-1.2-1701 or is otherwise valid, one or more of its~~
213-26	~~other shareholders may avoid the dissolution by filing with the court prior to the commencement~~
213-27	~~of the hearing, or, in the discretion of the court, at any time prior to a sale or other disposition of~~
213-28	~~the assets of the corporation, an election to purchase the shares owned by the petitioner at a price~~
213-29	~~equal to their fair value. If the shares are to be purchased by other shareholders, notice must be~~
213-30	~~sent to all shareholders of the corporation other than the petitioner, giving them an opportunity to~~
213-31	~~join in the election to purchase the shares. If the parties are unable to reach an agreement as to the~~
213-32	~~fair value of the shares, the court shall, upon the giving of a bond or other security sufficient to~~
213-33	~~assure to the petitioner payment of the value of the shares, stay the proceeding and determine the~~
213-34	~~value of the shares, in accordance with the procedure set forth in section 7-1.2-1202, as of the~~
214-1	~~close of business on the day on which the petition for dissolution was filed. Upon determining the~~
214-2	~~fair value of the shares, the court shall state in its order directing that the shares be purchased, the~~
214-3	~~purchase price and the time within which the payment is to be made, and may decree any other~~
214-4	~~terms and conditions of sale that it determines to be appropriate, including payment of the~~
214-5	~~purchase price in installments extending over a period of time, and, if the shares are to be~~
214-6	~~purchased by shareholders, the allocation of shares among shareholders electing to purchase~~
214-7	~~them, which, so far as practicable, are to be proportional to the number of shares previously~~
214-8	~~owned. The petitioner is entitled to interest, at the rate on judgments in civil actions, on the~~
214-9	~~purchase price of the shares from the date of the filing of the election to purchase the shares, and~~
214-10	~~all other rights of the petitioner as owner of the shares terminate on that date. The costs of the~~
214-11	~~proceeding, which include reasonable compensation and expenses of appraisers but not fees and~~
214-12	~~expenses of counsel or of experts retained by a party, will be allocated between or among the~~
214-13	~~parties as the court determines. Upon full payment of the purchase price, under the terms and~~
214-14	~~conditions specified by the court, or at any other time that is ordered by the court, the petitioner~~
214-15	~~shall transfer the shares to the purchaser.~~
214-16	~~7-1.2-1316. Procedure in liquidation of corporation by court. --~~ ~~(a) In proceedings to~~
214-17	~~liquidate the assets and business of a corporation the court has general equity jurisdiction and~~
214-18	~~power to issue any orders, injunctions, and decrees that justice and equity require, to appoint a~~
214-19	~~receiver or receivers pendente lite, with any powers and duties that the court, from time to time,~~
214-20	~~directs, and to take any other proceedings that are requisite to preserve the corporate assets~~
214-21	~~wherever situated, and carry on the business of the corporation until a full hearing can be had.~~
214-22	~~(b) After a hearing had upon any notice that the court directs to be given to all parties to~~
214-23	~~the proceedings and to any other parties in interest designated by the court, the court may appoint~~
214-24	~~a liquidating receiver or receivers with authority to take charge of any of the corporation's estate~~
214-25	~~and effects of which he or she has been appointed receiver and to collect the assets of the~~
214-26	~~corporation, including all amounts owing to the corporation whether by shareholders on account~~
214-27	~~of any unpaid portion of the consideration for the issuance of shares or otherwise.~~
214-28	~~(c) The hearing date for the appointment of a permanent receiver is not to be more than~~
214-29	~~twenty-one (21) days after commencement of the action, unless the hearing date is extended by~~
214-30	~~the court for good cause shown.~~
214-31	~~(d) The liquidating receiver or receivers has authority subject to court order, to sue and~~
214-32	~~defend in all courts in his or her own name as receiver of the corporation, or in its name, to~~
214-33	~~intervene in any action or proceeding relating to its assets or business, to compromise any dispute~~
214-34	~~or controversy, to preserve the assets of the corporation, to carry on its business, to sell, convey,~~
215-1	~~and dispose of all or any part of the assets of the corporation wherever situated, either at public or~~
215-2	~~private sale, to redeem any mortgages, security interests, pledges, or liens of or upon any of its~~
215-3	~~assets, and generally to do all other acts which might be done by the corporation or that is~~
215-4	~~necessary for the administration of his or her trust according to the course of equity. The assets of~~
215-5	~~the corporation or the proceeds resulting from a sale, conveyance, or other disposition of the~~
215-6	~~assets will be applied to the expenses of the liquidation and to the payment of the liabilities and~~
215-7	~~obligations of the corporation, and any remaining assets or proceeds will distributed under the~~
215-8	~~direction of the court among its shareholders according to their respective rights and interests.~~
215-9	~~The order appointing the receiver or receivers sets forth their powers and duties. The powers and~~
215-10	~~duties may be increased or diminished at any time during the proceeding.~~
215-11	~~(e) The court has power to allow from time to time as expenses of the liquidation~~
215-12	~~compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the~~
215-13	~~payment of the compensation out of the assets of the corporation or the proceeds of any sale or~~
215-14	~~disposition of the assets.~~
215-15	~~(f) The court appointing the receiver has exclusive jurisdiction of the corporation and its~~
215-16	~~property, wherever situated, and of all questions arising in the proceedings concerning the~~
215-17	~~property.~~
215-18	~~7-1.2-1317. Bond of receivers. --~~ ~~A receiver shall in all cases give any bond that the~~
215-19	~~court directs with any sureties that the court requires.~~
215-20	~~7-1.2-1318. Filing of claims in liquidation proceedings. --~~ ~~In proceedings to liquidate~~
215-21	~~the assets and business of a corporation, the court may require all creditors of the corporation to~~
215-22	~~file with the receiver, in any form that the court prescribes, proofs under oath of their respective~~
215-23	~~claims. If the court requires the filing of claims, it shall fix a date, which is not to be less than four~~
215-24	~~(4) months from the date of the order, as the last day for the filing of claims, and shall prescribe~~
215-25	~~the notice that is to be given to creditors and claimants of the fixed date. Prior to the fixed date,~~
215-26	~~the court may extend the time for the filing of claims. Creditors and claimants failing to file~~
215-27	~~proofs of claim on or before the fixed date may be barred, by court order, from participating in~~
215-28	~~the distribution of the assets of the corporation.~~
215-29	~~7-1.2-1319. Discontinuance of liquidation proceedings. --~~ ~~The liquidation of the assets~~
215-30	~~and business of a corporation may be discontinued at any time during the liquidation proceedings~~
215-31	~~when it is established that cause for liquidation no longer exists. In that event the court dismisses~~
215-32	~~the proceedings, it shall direct the receiver to redeliver to the corporation all its remaining~~
215-33	~~property and assets, and shall order any notice to creditors that the court deems proper under the~~
215-34	~~circumstances.~~
216-1	~~7-1.2-1320. Decree of involuntary dissolution. --~~ ~~In proceedings to liquidate the assets~~
216-2	~~and business of a corporation, when the costs and expenses of the proceedings and all debts,~~
216-3	~~obligations, and liabilities of the corporation have been paid and discharged and all of its~~
216-4	~~remaining property and assets distributed to its shareholders, or in case its property and assets are~~
216-5	~~not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, all the property~~
216-6	~~and assets have been applied as far as they will go to their payment, the court shall enter a decree~~
216-7	~~dissolving the corporation, at which time the existence of the corporation ceases.~~
216-8	~~7-1.2-1321. Filing of decree of dissolution. --~~ ~~In case the court enters a decree~~
216-9	~~dissolving a corporation, it is the duty of the clerk of the court to file a certified copy of the~~
216-10	~~decree with the secretary of state. There is no fee charged by the secretary of state for that filing.~~
216-11	~~7-1.2-1322. Deposit with state treasury of amount due certain shareholders. --~~ ~~Upon~~
216-12	~~the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to~~
216-13	~~a creditor or shareholder who is unknown or cannot be found, or who is under disability and there~~
216-14	~~is no person legally competent to receive the distributive portion, will be reduced to cash and~~
216-15	~~deposited with the general treasury and paid over to the creditor or shareholder or to his legal~~
216-16	~~representative upon satisfactory proof to the general treasury of his right to the payment.~~
216-17	~~7-1.2-1323. Jurisdiction of court to appoint a receiver. --~~ ~~Upon the establishment of~~
216-18	~~any of the grounds for liquidation of the assets and business of~~
216-19	~~(1) A domestic corporation or~~
216-20	~~(2) A foreign corporation, to the extent the foreign corporation has assets within the~~
216-21	~~state, stated in section 7-1.2-1314, and upon the establishment that the liquidation would not be~~
216-22	~~appropriate, the superior court has full power to appoint a receiver, with any powers and duties~~
216-23	~~that the court, from time to time, directs, and to take any other proceedings that the court deems~~
216-24	~~advisable under the circumstances. The provisions of sections 7-1.2-1314 -- 7-1.2-1322, insofar~~
216-25	~~as they are consistent with the nature of the proceeding, apply to the proceeding, and in the~~
216-26	~~proceeding the court has the full powers of a court of equity to make or enter any orders,~~
216-27	~~injunctions, and decrees and grant any other relief in the proceeding that justice and equity~~
216-28	~~require.~~
216-29	~~7-1.2-1324. Survival of remedy after dissolution. --~~ ~~The dissolution of a corporation~~
216-30	~~either:~~
216-31	~~(a) By the issuance of a certificate of dissolution by the secretary of state; or~~
216-32	~~(b) By a decree of court when the court has not liquidated the assets and business of the~~
216-33	~~corporation as provided in this chapter; or~~
216-34	~~(c) By expiration of its period of duration; does not take away or impair any remedy~~
217-1	~~available to or against the corporation, its directors, officers, or shareholders, for any right or~~
217-2	~~claim existing, or any liability incurred, prior to the dissolution if action or other proceeding on~~
217-3	~~the right, claim, or liability is commenced within two (2) years after the date of the dissolution.~~
217-4	~~Any action or proceeding by or against the corporation may be prosecuted or defended by the~~
217-5	~~corporation in its corporate name. The shareholders, directors, and officers have power to take~~
217-6	~~any corporate or other action that is appropriate to protect the remedy, right, or claim. If the~~
217-7	~~corporation was dissolved by the expiration of its period of duration, the corporation may amend~~
217-8	~~its articles of incorporation at any time during the period of two (2) years so as to extend its~~
217-9	~~period of duration.~~
217-10	~~7-1.2-1325. Continuation of certain corporate powers. --~~ ~~Any corporation dissolved in~~
217-11	~~any manner under this chapter or any corporation whose existence is terminated under section 44-~~
217-12	~~12-8 or any corporation whose articles of incorporation are revoked by the secretary of state~~
217-13	~~under section 7-1.2-1310 nevertheless continues for five (5) years after the date of the dissolution,~~
217-14	~~termination, or revocation for the purpose of enabling it to settle and close its affairs, to dispose~~
217-15	~~of and convey its property, to discharge its liabilities, and to distribute its assets, but not for the~~
217-16	~~purpose of continuing the business for which it was organized. The shareholders, directors, and~~
217-17	~~officers have power to take any corporate or other action that is appropriate to carry out the~~
217-18	~~purposes of this section.~~
217-19	~~7-1.2-401. Corporate name. --~~ ~~(a) The corporate name:~~
217-20	~~(1) Must contain the word "corporation," "company," "incorporated," or "limited," or an~~
217-21	~~abbreviation of one of these words.~~
217-22	~~(2) Shall be distinguishable upon the records of the secretary of state from the name of~~
217-23	~~any entity on file with the secretary of state or a name the exclusive right to which is, at the time~~
217-24	~~filed, reserved or registered in the manner provided in this chapter, or the name of a corporation,~~
217-25	~~whether business or nonprofit, limited partnership, limited liability partnership or limited liability~~
217-26	~~company which has in effect a registration of its name as provided in this title, subject to the~~
217-27	~~following:~~
217-28	~~(b) This provision does not apply if the applicant files with the secretary of state a~~
217-29	~~certified copy of a final decree of a court of competent jurisdiction establishing the prior right of~~
217-30	~~the applicant to the use of the name in this state.~~
217-31	~~(c) The name may be the same as the name of a corporation or other association the~~
217-32	~~certificate of incorporation or organization of which has been revoked by the secretary of state as~~
217-33	~~permitted by law and the revocation has not been withdrawn within one year from the date of the~~
217-34	~~revocation.~~
218-1	~~(d) A corporation with which another corporation, domestic or foreign, is merged, or~~
218-2	~~which is formed by the reorganization of one or more domestic or foreign corporations or upon a~~
218-3	~~sale, lease, or other disposition to, or exchange with, a domestic corporation of all or substantially~~
218-4	~~all the assets of another corporation, domestic or foreign, including its name, may have the same~~
218-5	~~name as that used in this state by any of the corporations if at the time the other corporation was~~
218-6	~~organized under the laws of, or is authorized to transact business in, this state.~~
218-7	~~7-1.2-1401. Admission of foreign corporation and other entities. --~~ ~~(a) No foreign~~
218-8	~~corporation has the right to transact business in this state until it has procured a certificate of~~
218-9	~~authority to do so from the secretary of state. No foreign corporation is entitled to procure a~~
218-10	~~certificate of authority under this chapter to transact any business in this state which a corporation~~
218-11	~~organized under this chapter is not permitted to transact. A foreign corporation may not be denied~~
218-12	~~a certificate of authority because the laws of the state or country under which the corporation is~~
218-13	~~organized governing its organization and internal affairs differ from the laws of this state, and~~
218-14	~~nothing contained in this chapter authorizes this state to regulate the organization or the internal~~
218-15	~~affairs of the corporation.~~
218-16	~~(b) Without excluding other activities which may not constitute transacting business in~~
218-17	~~this state, a foreign corporation is not considered to be transacting business in this state, for the~~
218-18	~~purposes of this chapter, because of carrying on in this state any one or more of the following~~
218-19	~~activities:~~
218-20	~~(1) Maintaining or defending any action or suit or any administrative or arbitration~~
218-21	~~proceeding, or effecting the settlement of the suit or the settlement of claims or disputes.~~
218-22	~~(2) Holding meetings of its directors or shareholders or carrying on other activities~~
218-23	~~concerning its internal affairs.~~
218-24	~~(3) Maintaining bank accounts.~~
218-25	~~(4) Maintaining offices or agencies for the transfer, exchange, and registration of its~~
218-26	~~securities, or appointing and maintaining trustees or depositaries with relation to its securities.~~
218-27	~~(5) Effecting sales through independent contractors.~~
218-28	~~(6) Soliciting or procuring orders, whether by mail or through employees or agents or~~
218-29	~~otherwise, where the orders require acceptance outside of this state before becoming binding~~
218-30	~~contracts.~~
218-31	~~(7) Creating, as borrower or lender, or acquiring indebtedness or mortgages or other~~
218-32	~~security interests in real or personal property.~~
218-33	~~(8) Securing or collecting debts or enforcing any rights in property securing the debts.~~
218-34	~~(9) Transacting any business in interstate commerce.~~
219-1	~~(10) Conducting an isolated transaction completed within a period of thirty (30) days and~~
219-2	~~not in the course of a number of repeated transactions of like nature.~~
219-3	~~(11) Acting as a general partner of a limited partnership which has filed a certificate of~~
219-4	~~limited partnership as provided in section 7-13-8 or has registered with the secretary of state as~~
219-5	~~provided in section 7-13-49.~~
219-6	~~(12) Acting as a member of a limited liability company which has registered with the~~
219-7	~~secretary of state as provided in section 7-16-49.~~
219-8	~~(c) Any "other entity", as defined in section 7-16-5.1(a), Massachusetts trust or business~~
219-9	~~trust established by law of any other state, desiring to do business in this state, is deemed to be a~~
219-10	~~foreign corporation and is required to register under, and comply with the provisions of, this~~
219-11	~~chapter.~~
219-12	~~7-1.2-402. Fictitious business name. --~~ ~~(a) Any corporation organized and existing under~~
219-13	~~the laws of this state or authorized to transact business in this state may transact business in this~~
219-14	~~state under a fictitious name, provided that it files a fictitious business name statement in~~
219-15	~~accordance with this section prior to the time it commences to transact the business under the~~
219-16	~~fictitious name and the fictitious name satisfied the requirements of subdivision 7-1.2-401(a)(2).~~
219-17	~~(b) The fictitious business name statement must be filed with the secretary of state and~~
219-18	~~must be executed by an authorized officer of the corporation and must state:~~
219-19	~~(1) The fictitious business name to be used;~~
219-20	~~(2) The name of the applicant corporation and the state or territory under the laws of~~
219-21	~~which it is incorporated, the date of its incorporation, and a brief statement of the business in~~
219-22	~~which it is engaged; and~~
219-23	~~(3) The address of its registered office within the state.~~
219-24	~~(c) The fictitious business name statement expires upon the filing of the statement of~~
219-25	~~abandonment of use of a fictitious business name registered in accordance with this section or~~
219-26	~~upon the dissolution of the applicant corporation.~~
219-27	~~(d) The statement of abandonment of use of a fictitious business name under this section~~
219-28	~~may be filed with the secretary of state on forms furnished by the secretary of state and must be~~
219-29	~~executed by an authorized officer of the corporation and must state:~~
219-30	~~(1) The fictitious business name being abandoned;~~
219-31	~~(2) The date on which the original fictitious business name statement being abandoned~~
219-32	~~was filed;~~
219-33	~~(3) The name of the applicant corporation and the state or territory under the laws of~~
219-34	~~which it is incorporated; and~~
220-1	~~(4) The address of its registered office within the state.~~
220-2	~~(e) No domestic or foreign corporation transacting business under a fictitious business~~
220-3	~~name contrary to the provisions of this section, or its assignee, may maintain any action upon or~~
220-4	~~on account of any contract made, or transaction had, in the fictitious business name in any court~~
220-5	~~of this state until a fictitious business name statement has been filed in accordance with this~~
220-6	~~section.~~
220-7	~~(f) [Deleted by P.L. 2005, ch. 36, section 36 and by P.L. 2005, ch. 72, section 36.]~~
220-8	~~7-1.2-1402. Powers of foreign corporation. --~~ ~~A foreign corporation which has received~~
220-9	~~a certificate of authority under this chapter, until a certificate of revocation or of withdrawal has~~
220-10	~~been issued as provided in this chapter, enjoys the same, but no greater, rights and privileges as a~~
220-11	~~domestic corporation organized for the purposes stated in the application pursuant to which the~~
220-12	~~certificate of authority is issued; and, except as otherwise provided in this chapter, is subject to~~
220-13	~~the same duties, restrictions, penalties, and liabilities now or subsequently imposed upon a~~
220-14	~~domestic corporation of like character.~~
220-15	~~7-1.2-403. Reserved name. --~~ ~~(a) The exclusive right to the use of a corporate name may~~
220-16	~~be reserved by:~~
220-17	~~(1) Any individual intending to organize a corporation under this chapter.~~
220-18	~~(2) Any domestic corporation intending to change its name.~~
220-19	~~(3) Any foreign corporation intending to make application for a certificate of authority to~~
220-20	~~transact business in this state.~~
220-21	~~(4) Any foreign corporation authorized to transact business in this state and intending to~~
220-22	~~change its name.~~
220-23	~~(5) Any individual intending to organize a foreign corporation and intending to have the~~
220-24	~~corporation make application for a certificate of authority to transact business in this state.~~
220-25	~~(b) The reservation is made by filing with the secretary of state an application to reserve~~
220-26	~~a specified corporate name, executed by the applicant. If the secretary of state finds that the name~~
220-27	~~is available for corporate use, the secretary of state shall reserve the name for the exclusive use of~~
220-28	~~the applicant for a non-renewable period of one hundred and twenty (120) days.~~
220-29	~~(c) The right to the exclusive use of a specified corporate name so reserved may be~~
220-30	~~transferred to any other person by filing in the office of the secretary of state a notice of the~~
220-31	~~transfer, executed by the applicant for whom the name was reserved, and specifying the name and~~
220-32	~~address of the transferee.~~
220-33	~~7-1.2-1403. Corporate name of foreign corporation. --~~ ~~The secretary of state shall not~~
220-34	~~issue a certificate of authority or amended certificate of authority to a foreign corporation unless~~
221-1	~~the corporate name of the corporation:~~
221-2	~~(a) Contains the word "corporation," "company," "incorporated," or "limited," or~~
221-3	~~contains an abbreviation of one of these words, or the corporation, for use in this state, adds at the~~
221-4	~~end of its name one of the words or an abbreviation of the word.~~
221-5	~~(b) Does not contain any word or phrase which indicates or implies that it is organized~~
221-6	~~for any purpose other than one or more of the purposes contained in its articles or certificate of~~
221-7	~~incorporation or that it is authorized or empowered to conduct the business of any types~~
221-8	~~prohibited by section 7-1.2-301.~~
221-9	~~(c) Is distinguishable upon the records of the secretary of state from the name of any~~
221-10	~~entity on file with the secretary of state or a name the exclusive right to which is, at the time,~~
221-11	~~filed, reserved or registered in the manner provided in this title, subject to the following:~~
221-12	~~(1) This provision does not apply if the foreign corporation applying for a certificate of~~
221-13	~~authority files with the secretary of state any one of the following:~~
221-14	~~(i) A fictitious business name statement pursuant to section 7-1.2-402; or~~
221-15	~~(ii) A certified copy of a final decree of a court of competent jurisdiction establishing the~~
221-16	~~prior right of the foreign corporation to the use of the name in this state; and~~
221-17	~~(2) The name may be the same as the name of a corporation or other association, the~~
221-18	~~articles of incorporation or organization of which has been revoked by the secretary of state and~~
221-19	~~the revocation has not been withdrawn within one year from the date of the revocation.~~
221-20	~~7-1.2-404. Registered name. --~~ ~~(a) Any corporation organized and existing under the~~
221-21	~~laws of any state or territory of the United States may register its corporate name under this~~
221-22	~~chapter, provided its corporate name is distinguishable upon the records of the secretary of state~~
221-23	~~from, the name of any domestic corporation, limited partnership, limited liability partnership or~~
221-24	~~limited liability company existing under the laws of this state, or the name of any foreign~~
221-25	~~corporation, limited partnership, limited liability partnership or limited liability company~~
221-26	~~authorized to transact business in this state, or any corporate name reserved, filed or registered~~
221-27	~~under this title.~~
221-28	~~(b) The registration is made by:~~
221-29	~~(1) Filing with the secretary of state:~~
221-30	~~(i) An application for registration executed by an authorized officer of the corporation,~~
221-31	~~stating the name of the corporation, the state or territory under the laws of which it is~~
221-32	~~incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and~~
221-33	~~a brief statement of the business in which it is engaged; and~~
221-34	~~(ii) A certificate stating that the corporation is in good standing under the laws of the~~
222-1	~~state or territory wherein it is organized, executed by the secretary of state of the state or territory~~
222-2	~~or by any other official that may have custody of the records pertaining to corporations; and~~
222-3	~~(2) Paying to the secretary of state a registration fee.~~
222-4	~~(c) The registration is effective for a period of one year from the effective date of the~~
222-5	~~application.~~
222-6	~~(d) A corporation, which has in effect a registration of its corporate name, may renew the~~
222-7	~~registration from year to year by annually filing an application for renewal stating the facts~~
222-8	~~required to be stated in an original application for registration and a certificate of good standing~~
222-9	~~as required for the original registration. A renewal application must be filed prior to the expiration~~
222-10	~~of the one-year period from the filing of an original application for registration or its last renewal~~
222-11	~~and extends the registration for the following year.~~
222-12	~~7-1.2-1404. Change of name by foreign corporation. --~~ ~~Whenever a foreign corporation~~
222-13	~~which is authorized to transact business in this state changes its name to one that does not satisfy~~
222-14	~~the requirements of section 7-1.2-1403, it may not transact business in this state under the~~
222-15	~~changed name until it adopts a name satisfying the requirements of section 7-1.2-1403 and~~
222-16	~~obtains an amended certificate of authority under section 7-1.2-1411.~~
222-17	~~7-1.2-1405. Application for certificate of authority. --~~ ~~In order to procure a certificate~~
222-18	~~of authority to transact business in this state, a foreign corporation must make application for the~~
222-19	~~certificate of authority to the secretary of state, which application includes:~~
222-20	~~(a) The name of the corporation and the state or country under the laws of which it is~~
222-21	~~incorporated.~~
222-22	~~(b) The name which the corporation elects to use in this state in accordance with section~~
222-23	~~7-1.2-1403.~~
222-24	~~(c) The date of incorporation and the period of duration of the corporation.~~
222-25	~~(d) The address of the principal office of the corporation in the state or country under the~~
222-26	~~laws of which it is incorporated.~~
222-27	~~(e) The name and address of its proposed registered agent in this state.~~
222-28	~~(f) The purpose or purposes of the corporation which it proposes to pursue in the~~
222-29	~~transaction of business in this state.~~
222-30	~~(g) The names and respective addresses of the directors of the corporation if the state or~~
222-31	~~country under the laws of which it was incorporated requires that it have directors and if it does~~
222-32	~~and need not, then the names and respective addresses of its principal officers.~~
222-33	~~(h) A statement of the aggregate number of shares which the corporation has authority to~~
222-34	~~issue, itemized by classes, par value of shares, shares without par value, and series, if any, within~~
223-1	~~a class.~~
223-2	~~(i) An estimate, expressed as a percentage, of the proportion that the estimated value of~~
223-3	~~the property of the corporation to be located within this state during the following year bears to~~
223-4	~~the value of all property of the corporation to be owned during the following year, wherever~~
223-5	~~located, and an estimate, expressed as a percentage, of the proportion that the gross amount of~~
223-6	~~business to be transacted by the corporation at or from places of business in this state during the~~
223-7	~~following year bears to the gross amount which will be transacted by the corporation during the~~
223-8	~~following year.~~
223-9	~~7-1.2-1406. Filing of application for certificate of authority. --~~ ~~(a) A foreign~~
223-10	~~corporation must deliver the application for a certificate of authority to the secretary of state,~~
223-11	~~together with a certificate of good standing issued by the proper officer of the state or country~~
223-12	~~under the laws of which it is incorporated.~~
223-13	~~(b) If the secretary of state finds that the application conforms to law, the secretary of~~
223-14	~~state shall, when all fees have been paid:~~
223-15	~~(1) Endorse on the original of the application the word "Filed," and the month, day, and~~
223-16	~~year of the filing.~~
223-17	~~(2) File in his or her office the original of the application and a certificate of good~~
223-18	~~standing issued by the proper officer of the state or country under the laws of which it is~~
223-19	~~incorporated.~~
223-20	~~(3) Issue a certificate of authority to transact business in this state.~~
223-21	~~(c) The secretary of state shall deliver the certificate of authority to the corporation or its~~
223-22	~~representative.~~
223-23	~~7-1.2-1407. Effect of certificate of authority. --~~ ~~Upon the issuance of a certificate of~~
223-24	~~authority by the secretary of state, the corporation is authorized to transact business in this state~~
223-25	~~for the purposes stated in its application, subject, however, to the right of this state to suspend or~~
223-26	~~to revoke the authority as provided in this chapter.~~
223-27	~~7-1.2-1408. Registered office and registered agent of foreign corporation. --~~ ~~(a) Each~~
223-28	~~foreign corporation authorized to transact business in this state must have and continuously~~
223-29	~~maintain in this state a registered agent, who is either:~~
223-30	~~(1) An individual resident in this state; or~~
223-31	~~(2) A corporation, limited partnership, limited liability partnership, limited liability~~
223-32	~~company, and in each case either domestic or one authorized to transact business in this state.~~
223-33	~~(b) Foreign corporations who are the holders of mortgages on real estate located within~~
223-34	~~this state which do not maintain the loan documentation and records within the state shall~~
224-1	~~authorize the registered agent to accept mortgage discharge payment and to issue a discharge of~~
224-2	~~the mortgages upon the payment.~~
224-3	~~7-1.2-1409. Change of registered office or registered agent of foreign corporation. --~~
224-4	~~(a) A foreign corporation authorized to transact business in this state may change its registered~~
224-5	~~office or change its registered agent, or both, upon filing in the office of the secretary of state a~~
224-6	~~statement stating:~~
224-7	~~(1) The name of the corporation.~~
224-8	~~(2) The address of its then registered office.~~
224-9	~~(3) If the address of its registered office is changed, the address to which the registered~~
224-10	~~office is to be changed.~~
224-11	~~(4) The name of its then registered agent.~~
224-12	~~(5) If its registered agent is changed, the name of its successor registered agent.~~
224-13	~~(6) The address of its registered office and the address of the business office of its~~
224-14	~~registered agent, as changed.~~
224-15	~~(b) The statement must be executed by an authorized representative of the corporation~~
224-16	~~and delivered to the secretary of state. If the secretary of state finds that the statement conforms to~~
224-17	~~the provisions of this chapter, the secretary of state shall file the statement in his or her office, and~~
224-18	~~upon the filing, the change of address of the registered office, or the appointment of a new~~
224-19	~~registered agent, or both, becomes effective.~~
224-20	~~(c) Any registered agent of a foreign corporation may resign as the agent upon filing a~~
224-21	~~written notice of resignation with the secretary of state, who shall immediately mail a copy of the~~
224-22	~~notice to the corporation at its principal office in the state or country under the laws of which it is~~
224-23	~~incorporated. The appointment of the agent terminates upon the expiration of thirty (30) days~~
224-24	~~after receipt of the notice by the secretary of state.~~
224-25	~~(d) If a registered agent changes his or her or its business address to another place within~~
224-26	~~the state, he or she or it may change the address and the address of the registered office of any~~
224-27	~~corporations of which he or she or it is registered agent by filing a statement as required above~~
224-28	~~except that it must be signed only by the registered agent, need not be responsive to subdivision~~
224-29	~~(a)(5), and must recite that a copy of the statement has been mailed to each corporation.~~
224-30	~~7-1.2-1410. Service of process on foreign corporation. --~~ ~~(a) The registered agent~~
224-31	~~appointed by a foreign corporation authorized to transact business in this state is an agent of the~~
224-32	~~corporation upon whom any process, notice, or demand required or permitted by law to be served~~
224-33	~~upon the corporation may be served.~~
224-34	~~(b) Whenever a foreign corporation authorized to transact business in this state fails to~~
225-1	~~appoint or maintain a registered agent in this state, or whenever any registered agent cannot with~~
225-2	~~reasonable diligence be found at the registered office, or whenever the certificate of authority of a~~
225-3	~~foreign corporation is suspended or revoked, the secretary of state is an agent of the corporation~~
225-4	~~upon whom any process, notice, or demand may be served. Service on the secretary of state of~~
225-5	~~any process, notice, or demand must be made by delivering to and leaving with him or her, or~~
225-6	~~with any clerk having charge of the corporation department of his or her office, duplicate copies~~
225-7	~~of the process, notice, or demand. In the event any process, notice, or demand is served on the~~
225-8	~~secretary of state, the secretary of state shall immediately forward one of the copies by registered~~
225-9	~~mail, addressed to the corporation at its principal office if known to him or her, in the state or~~
225-10	~~country under the laws of which it is incorporated. Any service had in this manner on the~~
225-11	~~secretary of state is returnable in not less than thirty (30) days.~~
225-12	~~(c) Every foreign corporation as a condition precedent to carrying on business in this~~
225-13	~~state must, and by so carrying on business in this state does, consent that any process, including~~
225-14	~~the process of garnishment, may be served upon the secretary of state in the manner provided by~~
225-15	~~this section, except that notice of the service must be given by the plaintiff or his or her attorney~~
225-16	~~in the manner as the court in which the action is commenced or pending orders as affording the~~
225-17	~~corporation reasonable opportunity to defend the action or to learn of the garnishment.~~
225-18	~~Notwithstanding the preceding requirements, however, once service has been made on the~~
225-19	~~secretary of state as provided, the court has the authority in the event of failure to comply with the~~
225-20	~~requirement of notice to the foreign corporation to order notice that is sufficient to apprise it of~~
225-21	~~the pendency of the action against it, and additionally, may extend the time for answering by the~~
225-22	~~foreign corporation.~~
225-23	~~(d) The secretary of state shall keep a record of all processes, notices, and demands~~
225-24	~~served upon him or her under this section, and record in the record the time of the service and his~~
225-25	~~or her action on it.~~
225-26	~~(e) Nothing contained in these provisions limits or affects the right to serve any process,~~
225-27	~~notice, or demand, required or permitted by law to be served upon a corporation in any manner~~
225-28	~~now or subsequently permitted by law.~~
225-29	~~7-1.2-1411. Amended certificate of authority. --~~ ~~(a) A foreign corporation authorized to~~
225-30	~~transact business in this state shall make application for and procure an amended certificate of~~
225-31	~~authority if it changes its corporate name, increases its number of authorized shares, or desires to~~
225-32	~~pursue in this state other or additional purposes than those stated in its prior application for a~~
225-33	~~certificate of authority.~~
225-34	~~(b) The requirements in respect to the form and contents of the application, the manner~~
226-1	~~of its execution, the filing of the application with the secretary of state, the issuance of an~~
226-2	~~amended certificate of authority, and the effect of it, is the same as in the case of an original~~
226-3	~~application for a certificate of authority.~~
226-4	~~7-1.2-1412. Withdrawal of foreign corporation. --~~ ~~(a) A foreign corporation authorized~~
226-5	~~to transact business in this state may withdraw from this state upon procuring from the secretary~~
226-6	~~of state a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation~~
226-7	~~must deliver to the secretary of state an application for withdrawal, stating:~~
226-8	~~(1) The name of the corporation and the state or country under the laws of which it is~~
226-9	~~incorporated.~~
226-10	~~(2) That the corporation is not transacting business in this state.~~
226-11	~~(3) That the corporation surrenders its authority to transact business in this state.~~
226-12	~~(4) That the corporation revokes the authority of its registered agent in this state to~~
226-13	~~accept service of process and consents that service of process in any action, suit, or proceeding~~
226-14	~~based upon any cause of action arising in this state during the time the corporation was authorized~~
226-15	~~to transact business in this state may subsequently be made on the corporation by service on the~~
226-16	~~secretary of state.~~
226-17	~~(5) The post office address to which the secretary of state may mail a copy of any~~
226-18	~~process against the corporation that is served on the secretary of state.~~
226-19	~~(b) If the corporation is in the hands of a receiver or trustee, the application for~~
226-20	~~withdrawal must be executed on behalf of the corporation by the receiver or trustee.~~
226-21	~~7-1.2-1413. Filing of application for withdrawal. --~~ ~~(a) An original application for~~
226-22	~~withdrawal must be delivered to the secretary of state. If the secretary of state finds that the~~
226-23	~~application conforms to the provisions of this chapter, the secretary of state shall, when all fees~~
226-24	~~and taxes have been paid:~~
226-25	~~(1) Endorse on the original the word "Filed," and the month, day, and year of the filing.~~
226-26	~~(2) File the original in his or her office.~~
226-27	~~(3) Issue a certificate of withdrawal.~~
226-28	~~(b) The secretary of state shall deliver the certificate of withdrawal to the corporation or~~
226-29	~~its representative. Upon the issuance of the certificate of withdrawal, the authority of the~~
226-30	~~corporation to transact business in this state ceases.~~
226-31	~~7-1.2-1414. Revocation of certificate of authority. --~~ ~~(a) The certificate of authority of a~~
226-32	~~foreign corporation to transact business in this state may be revoked by the secretary of state~~
226-33	~~under the conditions prescribed in this section when:~~
226-34	~~(1) The corporation fails to file its annual report within the time required by this chapter,~~
227-1	~~or fails to pay any fees, when they become due and payable; or~~
227-2	~~(2) The corporation fails to appoint and maintain a registered agent in this state as~~
227-3	~~required by this chapter; or~~
227-4	~~(3) The corporation fails, after changing its registered office or registered agent, to file in~~
227-5	~~the office of the secretary of state a statement of the change as required by this chapter; or~~
227-6	~~(4) The corporation fails to file in the office of the secretary of state any amendment to~~
227-7	~~its articles of incorporation or any articles of merger within the time prescribed by this chapter; or~~
227-8	~~(5) A misrepresentation has been made of any material matter in any application, report,~~
227-9	~~affidavit, or other document submitted by the corporation pursuant to this chapter.~~
227-10	~~(b) No certificate of authority of a foreign corporation may be revoked by the secretary~~
227-11	~~of state unless the secretary of state has given the corporation not less than sixty (60) days notice~~
227-12	~~thereof by regular mail addressed to the registered agent of the corporation in this state on file~~
227-13	~~with the secretary of state's office; provided, however, that if a prior mailing addressed to the~~
227-14	~~registered office of the corporation in this state currently on file with the secretary of state's office~~
227-15	~~has been returned to the secretary of state as undeliverable by the United States Postal Service for~~
227-16	~~any reason, or if the revocation notice is returned as undeliverable to the secretary of state's office~~
227-17	~~by the United States Postal Service for any reason, the secretary of state shall give notice as~~
227-18	~~follows:~~
227-19	~~(1) To the corporation at its principal office of record as shown in its most recent annual~~
227-20	~~report, and no further notice is required; or~~
227-21	~~(2) In the case of a foreign corporation which has not yet filed an annual report, then to~~
227-22	~~the corporation at its principal office shown in its application for certificate of authority, and no~~
227-23	~~further notice is required.~~
227-24	~~7-1.2-1415. Issuance of certificate of revocation. --~~ ~~(a) Upon revoking any certificate of~~
227-25	~~authority, the secretary of state shall:~~
227-26	~~(1) Issue a certificate of revocation.~~
227-27	~~(2) File the certificate in his or her office.~~
227-28	~~(3) Send to the corporation by regular mail the certificate of revocation, addressed to the~~
227-29	~~registered office of the corporation in this state on file with the secretary of state's office;~~
227-30	~~provided, however, that if a prior mailing addressed to the registered agent of the corporation in~~
227-31	~~this state currently on file with the secretary of state's office has been returned to the secretary of~~
227-32	~~state as undeliverable by the United States Postal Service for any reason, or if the revocation~~
227-33	~~certificate is returned as undeliverable to the secretary of state's office by the United States Postal~~
227-34	~~Service for any reason, the secretary of state shall give notice as follows:~~
228-1	~~(i) To the corporation at its principal office of record as shown in its most recent annual~~
228-2	~~report, and no further notice is required; or~~
228-3	~~(ii) In the case of a foreign corporation that has not yet filed an annual report then to the~~
228-4	~~corporation at its principal office shown in its application for certificate of authority, and no~~
228-5	~~further notice is required.~~
228-6	~~(b) Upon the issuance of the certificate of revocation, the authority of the corporation to~~
228-7	~~transact business in this state ceases.~~
228-8	~~7-1.2-1416. Withdrawal of certificate of revocation. --~~ ~~(a) Within ten (10) years after~~
228-9	~~issuing a certificate of revocation as provided in section 7-1.2-1415, the secretary of state may~~
228-10	~~withdraw the certificate of revocation and retroactively reinstate the corporation in good standing~~
228-11	~~as if its certificate of incorporation had not been revoked, except as subsequently provided:~~
228-12	~~(1) Upon the filing by the corporation of the documents it had previously failed to file as~~
228-13	~~set forth in subdivisions (a)(1) -- (a)(4) of section 7-1-2-1414.~~
228-14	~~(2) Upon the payment by the corporation of a penalty for each year or part of a year that~~
228-15	~~has elapsed since the issuance of the certificate of revocation; and~~
228-16	~~(3) Upon the filing by the corporation of a certificate of good standing from the Rhode~~
228-17	~~Island division of taxation.~~
228-18	~~(b) If, as permitted by the provisions of this title, another corporation, whether business~~
228-19	~~or nonprofit limited partnership, limited liability partnership or limited liability company, or~~
228-20	~~domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious~~
228-21	~~business name statement with respect to or reserved or registered a name which is not~~
228-22	~~distinguishable upon the records of the secretary of state from the name of a corporation with~~
228-23	~~respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of~~
228-24	~~state shall condition the withdrawal of the certificate of revocation upon the reinstated~~
228-25	~~corporation's amending its articles of incorporation or otherwise complying with the provisions of~~
228-26	~~this chapter with respect to the use of a name available to it under the laws of this state so as to~~
228-27	~~designate a name which is distinguishable upon the records of the secretary of state from its~~
228-28	~~former name.~~
228-29	~~(c) Upon the withdrawal of the certificate of revocation and reinstatement of the~~
228-30	~~corporation in good standing as provided in subsection (a), title to any real estate, or any interest~~
228-31	~~in real estate, held by the corporation at the time of the issuance of the certificate of revocation~~
228-32	~~and not conveyed subsequent to the revocation of its certificate of incorporation, shall be deemed~~
228-33	~~to be revested in the corporation without further act or deed.~~
228-34	~~7-1.2-1417. Application to corporations previously authorized to transact business in~~
229-1	~~this state. --~~ ~~Foreign corporations which are authorized to transact business in this state as of~~
229-2	~~May 14, 1969, for a purpose or purposes for which a corporation might secure authority under~~
229-3	~~this chapter, are, subject to the limitations stated in their certificates of authority, entitled to all the~~
229-4	~~rights and privileges applicable to foreign corporations procuring certificates of authority to~~
229-5	~~transact business in this state under this chapter, and as of May 14, 1969, the corporations are~~
229-6	~~subject to all the limitations, restrictions, liabilities, and duties prescribed in these provisions for~~
229-7	~~foreign corporations procuring certificates of authority to transact business in this state under this~~
229-8	~~chapter.~~
229-9	~~7-1.2-1418. Transacting business without certificate of authority. --~~ ~~(a) No foreign~~
229-10	~~corporation transacting business in this state without a certificate of authority is permitted to~~
229-11	~~maintain any action, suit, or proceeding in any court of this state, until the corporation has~~
229-12	~~obtained a certificate of authority. Nor may any action, suit, or proceeding be maintained in any~~
229-13	~~court of this state by any successor or assignee of the corporation on any right, claim, or demand~~
229-14	~~arising out of the transaction of business by the corporation in this state, until a certificate of~~
229-15	~~authority has been obtained by the corporation or by its successor.~~
229-16	~~(b) The failure of a foreign corporation to obtain a certificate of authority to transact~~
229-17	~~business in this state does not impair the validity of any contract or act of the corporation, and~~
229-18	~~does not prevent the corporation from defending any action, suit, or proceeding in any court of~~
229-19	~~this state.~~
229-20	~~(c) A foreign corporation which transacts business in this state without a certificate of~~
229-21	~~authority is liable to this state, for the years or parts of years during which it transacted business~~
229-22	~~in this state without a certificate of authority, in an amount equal to all fees and franchise taxes~~
229-23	~~which would have been imposed upon the corporation had it duly applied for and received a~~
229-24	~~certificate of authority to transact business in this state as required by this chapter and~~
229-25	~~subsequently filed all reports required by this chapter, plus all penalties imposed by this chapter~~
229-26	~~for failure to pay the fees and franchise taxes. The attorney general may bring proceedings to~~
229-27	~~recover all amounts due this state under the provisions of this section.~~
229-28	~~(d) The superior court has jurisdiction to enjoin any foreign corporation, or any agent of~~
229-29	~~a foreign corporation, from transacting any business in this state if the corporation fails to comply~~
229-30	~~with any section of this chapter applicable to it or if the corporation secured a certificate of the~~
229-31	~~secretary of state under sections 7-1.2-1405 and 7-1.2-1406 on the basis of false or misleading~~
229-32	~~representations. The attorney general may, upon motion or upon the relation of proper parties,~~
229-33	~~proceed for this purpose by complaint in any county in which the corporation is doing business.~~
229-34	~~7-1.2-501. Registered office and registered agent -- Designation of registered agent~~
230-1	~~without authority. --~~ ~~(a) Each corporation shall have and continuously maintain in this state:~~
230-2	~~(1) A registered office, which may be, but need not be, the same as its place of business.~~
230-3	~~(2) A registered agent, who may be~~
230-4	~~(i) An individual resident in this state,~~
230-5	~~(ii) A domestic corporation, a domestic limited partnership, a domestic limited liability~~
230-6	~~partnership, a domestic limited liability company, or~~
230-7	~~(iii) A foreign corporation, a foreign limited partnership, a foreign limited liability~~
230-8	~~partnership or a foreign limited liability company authorized to transact business in this state, in~~
230-9	~~each case, having a business office identical with the office of such registered agent which~~
230-10	~~generally is open during normal business hours to accept service of process and otherwise~~
230-11	~~perform the functions of a registered agent; provided, however, that in the case where the~~
230-12	~~registered agent of a corporation is an attorney, the business address of the agent need not be~~
230-13	~~identical with the registered office, but may be the usual business address of the attorney.~~
230-14	~~(b) Any incorporator, officer, agent, or servant of a corporation, who designates a~~
230-15	~~registered agent for that corporation without the registered agent's authority, is guilty of a~~
230-16	~~misdemeanor and, upon conviction, may be punished by a fine of not more than one thousand~~
230-17	~~dollars ($1,000) or by imprisonment of not more than one year, or both.~~
230-18	~~7-1.2-1501. Annual reports of domestic and foreign corporations. --~~ ~~(a) Each~~
230-19	~~domestic corporation, and each foreign corporation authorized to transact business in this state,~~
230-20	~~shall file, within the time prescribed by this chapter, an annual report stating:~~
230-21	~~(1) The name of the corporation and the state or country under the laws of which it is~~
230-22	~~incorporated;~~
230-23	~~(2) A brief statement of the character of the business in which the corporation is actually~~
230-24	~~engaged in this state;~~
230-25	~~(3) The names and respective addresses of the directors and officers of the corporation;~~
230-26	~~(4) A statement of the aggregate number of shares which the corporation has authority to~~
230-27	~~issue, itemized by classes, par value of shares, if any, and series, if any, within a class;~~
230-28	~~(5) A statement of the aggregate number of issued shares, itemized by classes, par value~~
230-29	~~of shares, if any, and series, if any, within a class;~~
230-30	~~(6) Any additional information that is required by the secretary of state.~~
230-31	~~(b) The annual report must be made on forms prescribed and furnished by the secretary~~
230-32	~~of state, and the information contained therein must be given as of the date of the execution of the~~
230-33	~~report. It must be executed on behalf of the corporation by its authorized representative, or, if the~~
230-34	~~corporation is in the hands of a receiver or trustee, it must be executed on behalf of the~~
231-1	~~corporation by the receiver or trustee.~~
231-2	~~(c) The annual report of a domestic or foreign corporation must be delivered to the~~
231-3	~~secretary of state between January 1st and the March 1st of each year, except that the first annual~~
231-4	~~report of a domestic or foreign corporation must be filed between January 1st and March 1st of~~
231-5	~~the year following the calendar year in which its articles of incorporation were filed with or its~~
231-6	~~certificate of authority was issued by the secretary of state. Proof to the satisfaction of the~~
231-7	~~secretary of state that prior to March 1st the report was deposited in the United States mail in a~~
231-8	~~sealed envelope, properly addressed, with postage prepaid, is deemed to be a compliance with~~
231-9	~~this requirement.~~
231-10	~~(d) If the secretary of state finds that the annual report conforms to the requirements of~~
231-11	~~this chapter, the secretary of state shall file the report. If the secretary of state finds that it does~~
231-12	~~not conform, the secretary of state shall promptly return the report to the corporation for any~~
231-13	~~necessary corrections, in which event the penalties subsequently prescribed for failure to file the~~
231-14	~~report within the time previously provided do not apply if the report is corrected to conform to the~~
231-15	~~requirements of this chapter and returned to the secretary of state within thirty (30) days from the~~
231-16	~~date on which it was mailed to the corporation by the secretary of state.~~
231-17	~~(e) Each corporation, domestic or foreign, that fails or refuses to file its annual report for~~
231-18	~~any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of~~
231-19	~~twenty-five dollars ($25.00) per year.~~
231-20	~~7-1.2-502. Change of registered office or registered agent. --~~ ~~(a) A corporation may~~
231-21	~~change its registered office or change its registered agent, or both, upon filing in the office of the~~
231-22	~~secretary of state a statement stating:~~
231-23	~~(1) The name of the corporation.~~
231-24	~~(2) The address of its then registered office.~~
231-25	~~(3) If the address of its registered office has changed, the new address of the registered~~
231-26	~~office.~~
231-27	~~(4) The name of its then registered agent.~~
231-28	~~(5) If its registered agent has changed, the name of its successor registered agent.~~
231-29	~~(6) The address of its registered office and the address of the business office of its~~
231-30	~~registered agent, as changed.~~
231-31	~~(b) The statement must be executed by the corporation by its authorized representative,~~
231-32	~~and delivered to the secretary of state. If the secretary of state finds that the statement conforms to~~
231-33	~~the provisions of this chapter, the secretary of state shall file the statement in his office, and upon~~
231-34	~~that filing or upon a later date not more than thirty (30) days after the filing, as is set forth in the~~
232-1	~~statement, the change of address of the registered office, or the appointment of a new registered~~
232-2	~~agent, or both, as the case may be, becomes effective.~~
232-3	~~(c) Any registered agent of a corporation may resign as an agent upon filing a written~~
232-4	~~notice of the resignation with the secretary of state, who shall immediately notify the corporation~~
232-5	~~of the resignation at its registered office. The appointment of the agent terminates upon the~~
232-6	~~expiration of thirty (30) days after receipt of the notice by the secretary of state.~~
232-7	~~(d) If a registered agent changes his or her or its business address to another place within~~
232-8	~~the state, he or she or it may change the address and the address of the registered office of any~~
232-9	~~corporations of which he or she or it is a registered agent by filing a statement as required above,~~
232-10	~~except that it need be signed only by the registered agent and need not be responsive to~~
232-11	~~subsection (a)(5) and must recite that a copy of the statement has been mailed to each~~
232-12	~~corporation.~~
232-13	~~7-1.2-1502. Books and records. --~~ ~~(a) Each corporation shall keep correct and complete~~
232-14	~~books and records of account, keep minutes of the proceedings of its shareholders and of the~~
232-15	~~board of directors and committees of the board, and shall also keep at its registered office or~~
232-16	~~principal place of business, legal counsel's office, or at the office of its transfer agent or registrar,~~
232-17	~~a record of its shareholders giving the names and addresses of all shareholders and the number~~
232-18	~~and class of the shares held by each. Any books, records, and minutes may be in written form or~~
232-19	~~any other form capable of being converted into written form within a reasonable time.~~
232-20	~~(b) Any director, shareholder or holder of voting trust certificates for shares of a~~
232-21	~~corporation, upon written demand stating the purpose for the demand, has the right to examine, in~~
232-22	~~person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its~~
232-23	~~relevant books and records of account, minutes, and record of shareholders and to make extracts~~
232-24	~~from those books and records of account, minutes, and record of shareholders.~~
232-25	~~(c) Any officer or agent who, or a corporation which, refuses to allow any shareholder or~~
232-26	~~holder of voting trust certificates, or his or her agent or attorney, to examine and make extracts~~
232-27	~~from its books and records of account, minutes, and record of shareholders, for any proper~~
232-28	~~purpose, is liable to the shareholder or holder of voting trust certificates in a penalty of ten~~
232-29	~~percent (10%) of the value of the shares owned by the shareholder, or in respect of which the~~
232-30	~~voting trust certificates are issued, in addition to any other damages or remedy afforded him or~~
232-31	~~her by law. It is a defense to any action for penalties under this section that the person bringing~~
232-32	~~the suit has within two (2) years sold or offered for sale any list of shareholders or of holders of~~
232-33	~~voting trust certificates for shares of the corporation or any other corporation or has aided or~~
232-34	~~abetted any person in procuring any list of shareholders or of holders of voting trust certificates~~
233-1	~~for that purpose, or has improperly used any information secured through any prior examination~~
233-2	~~of the books and records of account, or minutes, or record of shareholders, or of holders of voting~~
233-3	~~trust certificates for shares of the corporation or any other corporation, or was not acting in good~~
233-4	~~faith or for a proper purpose in making his or her demand.~~
233-5	~~(d) Nothing contained in these provisions impairs the power of any court of competent~~
233-6	~~jurisdiction, upon proof by a director, shareholder or holder of voting trust certificates of proper~~
233-7	~~purpose, to compel the production for examination by the director, shareholder or holder of~~
233-8	~~voting trust certificates of the books and records of account, minutes, and record of shareholders~~
233-9	~~of a corporation.~~
233-10	~~(e) Upon the written request of any director, shareholder or holder of voting trust~~
233-11	~~certificates for shares of a corporation, the corporation shall mail to the director, shareholder or~~
233-12	~~holder of voting trust certificates its most recent financial statements showing in reasonable detail~~
233-13	~~its assets and liabilities and the results of its operations.~~
233-14	~~7-1.2-503. Service of process on corporation. --~~ ~~(a) The registered agent appointed by a~~
233-15	~~corporation is an agent of the corporation upon whom any process, notice, or demand required or~~
233-16	~~permitted by law to be served upon the corporation may be served.~~
233-17	~~(b) Whenever a corporation fails to appoint or maintain a registered agent in this state, or~~
233-18	~~whenever its registered agent cannot with reasonable diligence be found at the registered office,~~
233-19	~~then the secretary of state is an agent of the corporation upon whom any process, notice, or~~
233-20	~~demand may be served. Service on the secretary of state of any process, notice, or demand is~~
233-21	~~made by delivering to and leaving with him or her or with any clerk having charge of the~~
233-22	~~corporation department of his or her office, duplicate copies of the process, notice, or demand. In~~
233-23	~~the event any process, notice, or demand is served on the secretary of state, the secretary of state~~
233-24	~~shall immediately forward one of the copies by certified mail, addressed to the corporation at its~~
233-25	~~registered office. Any service upon the secretary of state is returnable in not less than thirty (30)~~
233-26	~~days.~~
233-27	~~(c) The secretary of state shall maintain a record of any such service setting forth the~~
233-28	~~name of the plaintiff and defendant, the title, docket number and nature of the proceeding in~~
233-29	~~which process has been served upon the secretary of state, the fact that service has been effected~~
233-30	~~pursuant to this subsection, the return date thereof, and the day and hour when the service was~~
233-31	~~made. The secretary of state shall not be required to retain such information for a period longer~~
233-32	~~than five (5) years from receipt of the service of process.~~
233-33	~~(d) Nothing contained in these provisions limits or affects the right to serve any process,~~
233-34	~~notice, or demand required or permitted by law to be served upon a corporation in any other~~
234-1	~~manner permitted by law.~~
234-2	~~7-1.2-601. Right of corporation to acquire, dispose of and cancel its own shares. --~~ ~~(a)~~
234-3	~~Unless a corporation's articles of incorporation provide otherwise, subject to subsection (f), a~~
234-4	~~corporation may at any time, by resolution of its board of directors, redeem purchase, take,~~
234-5	~~receive, or otherwise acquire, hold, own, pledge, transfer or dispose of its own shares.~~
234-6	~~(b) In this section, "redeemable shares" means shares issued pursuant to section 7-1.2-~~
234-7	~~602(c)(1). When redeemable shares are called for redemption, those shares are not outstanding~~
234-8	~~shares for the purpose of voting or determining the total number of shares entitled to vote on any~~
234-9	~~matter on and after the date on which written notice of redemption has been sent to holders~~
234-10	~~thereof and a sum sufficient to redeem such shares has been set aside to pay the redemption price~~
234-11	~~to the holders of the shares upon surrender of certificates therefor.~~
234-12	~~(c) When redeemable shares are redeemed or purchased by the corporation, the~~
234-13	~~redemption or purchase effects a cancellation of the shares and a statement of cancellation must~~
234-14	~~be filed pursuant to subsection (e).~~
234-15	~~(d) When shares of a corporation other than redeemable shares are purchased, a~~
234-16	~~corporation may, at any time, by resolution of its board of directors, cancel all or any part of the~~
234-17	~~shares of the corporation of any class or series reacquired by it by filing a statement of~~
234-18	~~cancellation as provided in subsection (e).~~
234-19	~~(e) A statement of cancellation adopted by the board of directors must be delivered to the~~
234-20	~~secretary of state for filing as follows:~~
234-21	~~(1) The statement of cancellation shall be executed by an authorized officer of the~~
234-22	~~corporation, and must state:~~
234-23	~~(i) The name of the corporation.~~
234-24	~~(ii) The number of shares canceled through redemption or purchase, itemized by classes~~
234-25	~~and series.~~
234-26	~~(iii) The aggregate number of issued shares, itemized by classes and series, after giving~~
234-27	~~effect to the cancellation.~~
234-28	~~(iv) If the articles of incorporation provide that the canceled shares are not to be reissued,~~
234-29	~~then the number of shares which the corporation has authority to issue, itemized by classes and~~
234-30	~~series, after giving effect to the cancellation.~~
234-31	~~(2) An original statement of cancellation must be delivered to the secretary of state. If~~
234-32	~~the secretary of state finds that the statement of cancellation conforms to law, the secretary of~~
234-33	~~state shall, when all fees and franchise taxes have been paid:~~
234-34	~~(i) Endorse on the original the word "Filed", and the month, day, and year of the filing.~~
235-1	~~(ii) File the original in his or her office.~~
235-2	~~(3) Upon filing of the statement of cancellation, the shares are restored to the status of~~
235-3	~~authorized but unissued shares unless the articles of incorporation provide that the shares, when~~
235-4	~~redeemed or purchased, are not to be reissued, in which case the filing of the statement of~~
235-5	~~cancellation constitutes an amendment to the articles of incorporation and reduces the number of~~
235-6	~~shares of the class canceled which the corporation is authorized to issue by the number of shares~~
235-7	~~canceled.~~
235-8	~~(f) No redemption or purchase of shares may be made by a corporation if, after giving it~~
235-9	~~effect:~~
235-10	~~(1) The corporation would be insolvent; or~~
235-11	~~(2) The corporation's total assets would be less than the sum of its total liabilities plus~~
235-12	~~(unless the articles of incorporation permit otherwise) the amount that would be needed, if the~~
235-13	~~corporation were to be dissolved at the time of the redemption, to satisfy the preferential rights~~
235-14	~~upon dissolution of shareholders whose preferential rights are superior to those redeeming shares~~
235-15	~~(unless such preferential rights are waived by a majority of the shareholders entitled to such~~
235-16	~~preferential rights, voting by class).~~
235-17	~~The board of directors may base a determination that a redemption is not prohibited~~
235-18	~~under subsection (f) either on financial statements prepared on the basis of accounting practices~~
235-19	~~and principles that are reasonable in the circumstances or on a fair valuation or other method that~~
235-20	~~is reasonable in the circumstances.~~
235-21	~~(g) Nothing contained in this section is construed to forbid the cancellation of shares in~~
235-22	~~any other manner permitted by this chapter.~~
235-23	~~7-1.2-1601. The secretary of state. --~~ ~~(a) The secretary of state has the reasonably~~
235-24	~~necessary power and authority to enable him or her to administer this chapter efficiently and to~~
235-25	~~perform the duties imposed upon the secretary by this chapter.~~
235-26	~~(b) The secretary of state shall charge and collect in accordance with the provisions of~~
235-27	~~this chapter:~~
235-28	~~(1) Fees for filing documents and issuing certificates.~~
235-29	~~(2) Miscellaneous charges.~~
235-30	~~(3) License fees.~~
235-31	~~(c) The secretary of state shall, between the first (1st) and fifteenth (15th) day of each~~
235-32	~~month, make an itemized return, in writing, to the state controller of the amount of all fees and~~
235-33	~~charges collected by him or her in the prior month, and pay to the general treasurer all of the state~~
235-34	~~moneys in his or her hands.~~
236-1	~~(d) All reports required by this chapter to be filed in the office of the secretary of state~~
236-2	~~must be made on forms which are prescribed and furnished by the secretary of state. Forms for all~~
236-3	~~other documents to be filed in the office of the secretary of state may be furnished by the~~
236-4	~~secretary of state on request for the forms, but the use of the forms, unless otherwise specifically~~
236-5	~~prescribed in this chapter, is not mandatory.~~
236-6	~~(e) (1) If the secretary of state fails to approve any articles of incorporation, amendment,~~
236-7	~~merger, or dissolution, or any other document required by this chapter to be approved by the~~
236-8	~~secretary of state before the document is filed in his or her office, the secretary of state shall,~~
236-9	~~within ten (10) days after the delivery of the document to the secretary of state, give written~~
236-10	~~notice of disapproval to the person or corporation, domestic or foreign, delivering the document,~~
236-11	~~specifying the reasons for the disapproval. From the disapproval the person or corporation may~~
236-12	~~appeal to the superior court of the county in which the registered office of the corporation is, or is~~
236-13	~~proposed to be, situated by filing with the clerk of the court a petition setting forth a copy of the~~
236-14	~~articles or other document sought to be filed and a copy of the written disapproval of the~~
236-15	~~document by the secretary of state; at which time the matter may be tried de novo by the court,~~
236-16	~~and the court shall either sustain the action of the secretary of state or direct the secretary to take~~
236-17	~~any action that the court deems proper.~~
236-18	~~(2) If the secretary of state revokes the certificate of authority to transact business in this~~
236-19	~~state of any foreign corporation pursuant to the provisions of sections 7-1.2-1414 and 7-1.2-1415,~~
236-20	~~in addition to the remedy provided in section 7-1.2-1416, the foreign corporation may likewise~~
236-21	~~appeal to the superior court of the county where the registered office of the corporation in this~~
236-22	~~state is situated, by filing with the clerk of the court a petition setting forth a copy of its certificate~~
236-23	~~of authority to transact business in this state and a copy of the notice of revocation given by the~~
236-24	~~secretary of state; at that time the matter may be tried de novo by the court, and the court shall~~
236-25	~~either sustain the action of the secretary of state or direct the secretary to take any action that the~~
236-26	~~court deems proper.~~
236-27	~~(3) Appeals from all final orders and judgments entered by the superior court under this~~
236-28	~~section in review of any ruling or decision of the secretary of state may be taken as in other civil~~
236-29	~~actions.~~
236-30	~~7-1.2-602. Authorized shares -- Shares in classes or series -- Issuance of shares. --~~ ~~(a)~~
236-31	~~Every corporation has the power to create and issue the number of shares stated in its articles of~~
236-32	~~incorporation or any amendment thereto.~~
236-33	~~(b) Classes and series. - As stated in the articles of incorporation or in any amendment~~
236-34	~~thereto, or in the resolution or resolutions providing for the issue of such shares adopted by the~~
237-1	~~board of directors pursuant to authority expressly vested in it by the provisions of its articles of~~
237-2	~~incorporation, a corporation may issue one or more classes of shares, including one or more~~
237-3	~~classes of common shares, or one or more series of shares within any class thereof, any or all of~~
237-4	~~which classes or series of shares may be certificated or uncertificated, with par value or without~~
237-5	~~par value, and which classes or series may have such voting powers, full or limited, or no voting~~
237-6	~~powers, and such designations, preferences and relative, participating, optional or other special~~
237-7	~~rights, and qualifications, limitations or restrictions thereof as are stated and expressed in the~~
237-8	~~articles of incorporation or any amendment thereto, or in the resolution or resolutions providing~~
237-9	~~for the issue of such shares adopted by the board of directors pursuant to the authority expressly~~
237-10	~~vested in it by the provisions of its articles of incorporation.~~
237-11	~~(c) Without limiting the authority contained in these provisions, a corporation, when~~
237-12	~~provided for in its articles of incorporation, may issue shares of preferred or special classes or~~
237-13	~~series:~~
237-14	~~(1) Redeemable for cash, property, promissory notes or rights, including securities of any~~
237-15	~~other corporation, at the option of either the holder or the corporation or upon the happening of a~~
237-16	~~specified event, at the time or times, at the price or prices, or the rate or rates, and with the~~
237-17	~~adjustments stated and expressed or provided for in the articles of incorporation or any~~
237-18	~~amendment thereto, or in the vote or votes providing for the issuance of the shares adopted by the~~
237-19	~~board of directors as previously provided; provided, however, that immediately following any~~
237-20	~~such redemption the corporation must have outstanding one or more shares of one or more classes~~
237-21	~~or series, which share, or shares together, have unlimited voting rights.~~
237-22	~~(2) Entitling the holders of the shares to cumulative, noncumulative, or partially~~
237-23	~~cumulative dividends.~~
237-24	~~(3) Having preference over any other class or classes or series of shares as to the~~
237-25	~~payment of dividends.~~
237-26	~~(4) Having preference in the assets of the corporation over any other class or classes or~~
237-27	~~series of shares upon the voluntary or involuntary liquidation of the corporation.~~
237-28	~~(5) To the extent not inconsistent with this chapter, having limited or no voting rights, or~~
237-29	~~having special voting rights including the power to elect one or more directors.~~
237-30	~~(6) Convertible into, or exchangeable for, at the option of either the holder or the~~
237-31	~~corporation or upon the happening of a specified event, shares of any other class or classes or any~~
237-32	~~other series of shares of the corporation, at such price or prices or at such rate or rates of~~
237-33	~~exchange and with such adjustments as are stated in the articles of incorporation or in the~~
237-34	~~resolution or resolutions providing for the issuance of such shares adopted by the board of~~
238-1	~~directors.~~
238-2	~~(d) If the articles of incorporation expressly vest authority in the board of directors, then,~~
238-3	~~to the extent that the articles of incorporation have not established series and fixed and~~
238-4	~~determined the variations in the relative rights and preferences as between the series, the board of~~
238-5	~~directors has authority to divide any or all of the classes into series and, within the limitations, if~~
238-6	~~any, stated in the articles of incorporation, to fix and determine the relative rights and preferences~~
238-7	~~of the shares of any series established.~~
238-8	~~(e) (1) Open-End investment company. - Notwithstanding the provisions of subsections~~
238-9	~~(a) and (b) of this section, the board of directors of a corporation that is registered or intends to~~
238-10	~~register as an open-end investment company under the Investment Company Act of 1940, as~~
238-11	~~heretofore or hereafter amended, after the registration as an open-end investment company takes~~
238-12	~~effect, may increase or decrease the aggregate number of shares or the number of shares of any~~
238-13	~~class or series that the corporation has authority to issue unless a provision has been included in~~
238-14	~~the articles of incorporation of the corporation after July 1, 2001 prohibiting such an action by the~~
238-15	~~board of directors to increase or decrease the aggregate number of shares or the number of shares~~
238-16	~~of any class or series that the corporation has authority to issue.~~
238-17	~~(2) Conditional license of franchise. - Any shares of a corporation which holds (directly~~
238-18	~~or indirectly) a license or franchise from a governmental agency to conduct its business or is a~~
238-19	~~member of a national securities exchange, which license, franchise or membership is conditioned~~
238-20	~~upon some or all of the holders of its shares possessing prescribed qualifications may be made~~
238-21	~~subject to redemption by the corporation to the extent necessary to prevent the loss of such~~
238-22	~~license, franchise or membership or to reinstate it.~~
238-23	~~(f) Dividends. - The holders of preferred or special shares of any class or of any series of~~
238-24	~~shares are entitled to receive dividends at the rates, on the conditions and at the times that are~~
238-25	~~stated and expressed in the articles of incorporation or in the vote or votes providing for the issue~~
238-26	~~of the shares adopted by the board of directors as previously provided, payable in preference to,~~
238-27	~~or in relation to, the dividends, payable on any other class or classes of shares, or of any other~~
238-28	~~series of shares, and cumulative, non-cumulative or partially cumulative as is stated and~~
238-29	~~expressed. When dividends upon the preferred and special shares, if any, to the extent of the~~
238-30	~~preferences to which the shares are entitled, have been paid or declared and set apart for payment,~~
238-31	~~a dividend on the remaining class or classes or series of shares may then be paid out of the~~
238-32	~~remaining assets of the corporation available for dividends.~~
238-33	~~(g) Rights upon liquidation. - The holders of the preferred or special shares of any class~~
238-34	~~or of any series of shares are entitled to the rights upon the dissolution of, or upon any~~
239-1	~~distribution of the assets or liquidation, voluntary or involuntary, of the corporation as are stated~~
239-2	~~and expressed in the articles of incorporation or in the vote or votes providing for the issue of the~~
239-3	~~shares adopted by the board of directors as previously provided.~~
239-4	~~(h) Facts ascertainable outside the articles of incorporation. - Any of the voting powers,~~
239-5	~~designations, preferences, rights and qualifications, limitations or restrictions of any class or~~
239-6	~~series of shares may be made dependent upon facts ascertainable outside the articles of~~
239-7	~~incorporation or outside the resolution or resolutions providing for the issue of such shares~~
239-8	~~adopted by the board of directors pursuant to authority expressly vested in it by its articles of~~
239-9	~~incorporation, provided that the manner in which such facts operate upon the voting powers,~~
239-10	~~designations, preferences, rights and qualifications, limitations or restrictions of such class or~~
239-11	~~series of shares is clearly and expressly set forth in the articles of incorporation or in the~~
239-12	~~resolution or resolutions providing for the issue of such shares adopted by the board of directors.~~
239-13	~~The term "facts," as used in this subsection, includes, but is not limited to, the occurrence of any~~
239-14	~~event, including a determination or action by any person, including the corporation.~~
239-15	~~(i) Amendment of rights and restrictions by board of directors. - Subject to subsection~~
239-16	~~(j), unless otherwise provided in the articles of incorporation, if no shares have been issued of a~~
239-17	~~class or series established by resolution of the board of directors, the voting powers, designations,~~
239-18	~~preferences, and relative, participating optional or other rights, if any or the qualifications,~~
239-19	~~limitations or restrictions thereof, may be amended by a resolution or resolutions adopted by the~~
239-20	~~board of directors.~~
239-21	~~(j) (1) Issuance. - Before any corporation issues any shares of any class or of any series~~
239-22	~~of any class of which the voting powers, designations, preferences, and relative, participating,~~
239-23	~~optional, or other rights, if any, or the qualifications, limitations, or restrictions of the share, if~~
239-24	~~any, have not been stated in the articles of incorporation but are provided for in a vote or votes~~
239-25	~~adopted by the board of directors pursuant to authority expressly vested in it by the provisions of~~
239-26	~~the articles of incorporation, a certificate presenting a copy of the vote or votes and the number of~~
239-27	~~shares of the class or series must be signed by an authorized officer of the corporation and filed in~~
239-28	~~accordance with section 7-1.2-105. Upon filing, the certificate constitutes an amendment to the~~
239-29	~~articles of incorporation.~~
239-30	~~(2) Increase or decrease of shares. Unless otherwise provided in any vote or votes, the~~
239-31	~~number of shares of any class or series as stated in the vote or votes may be increased or~~
239-32	~~decreased (but not below the number of shares then outstanding) by a certificate likewise made,~~
239-33	~~signed, and filed presenting a statement that a specified increase or decrease in the number of~~
239-34	~~shares had been authorized and directed by a vote or votes likewise adopted by the board of~~
240-1	~~directors. If the number of shares is decreased, the number of shares specified in the certificate~~
240-2	~~resume the status which they had before to the adoption of the prior resolution.~~
240-3	~~7-1.2-1602. Fees and charges payable to the secretary of state upon filing, certifying~~
240-4	~~or copying of papers. --~~ ~~(a) The secretary of state shall charge and collect for filing:~~
240-5	~~(1) Articles of incorporation and issuing a certificate of incorporation, seventy dollars~~
240-6	~~($70.00).~~
240-7	~~(2) Articles of amendment and issuing a certificate of amendment, fifty dollars ($50.00).~~
240-8	~~(3) Restated articles of incorporation, seventy dollars ($70.00).~~
240-9	~~(4) Articles of merger or consolidation and issuing a certificate of merger or~~
240-10	~~consolidation, one hundred dollars ($100).~~
240-11	~~(5) An application to reserve a corporate name, fifty dollars ($50.00).~~
240-12	~~(6) A notice of transfer of a reserved corporate name, fifty dollars ($50.00).~~
240-13	~~(7) (i) Filing a statement of change of registered agent and registered office or filing a~~
240-14	~~statement of change of registered agent, twenty dollars ($20.00).~~
240-15	~~(ii) Filing a statement of change of registered office only, without fee.~~
240-16	~~(8) A statement of the establishment of a series of shares, ten dollars ($10.00).~~
240-17	~~(9) A statement of cancellation of shares, ten dollars ($10.00).~~
240-18	~~(10) A statement of reduction of stated capital, ten dollars ($10.00).~~
240-19	~~(11) A statement of intent to dissolve, without fee.~~
240-20	~~(12) A statement of revocation of voluntary dissolution proceedings, ten dollars~~
240-21	~~($10.00).~~
240-22	~~(13) Articles of dissolution, fifty dollars ($50.00).~~
240-23	~~(14) An application of a foreign corporation for a certificate of authority to transact~~
240-24	~~business in this state and issuing a certificate of authority, one hundred fifty dollars ($150).~~
240-25	~~(15) An application of a foreign corporation for an amended certificate of authority to~~
240-26	~~transact business in this state and issuing an amended certificate of authority, seventy-five dollars~~
240-27	~~($75.00).~~
240-28	~~(16) A copy of an amendment to the articles of incorporation of a foreign corporation~~
240-29	~~holding a certificate of authority to transact business in this state, fifty dollars ($50.00).~~
240-30	~~(17) A copy of articles of merger of a foreign corporation holding a certificate of~~
240-31	~~authority to transact business in this state, fifty dollars ($50.00).~~
240-32	~~(18) An application for withdrawal of a foreign corporation and issuing a certificate of~~
240-33	~~withdrawal, fifty dollars ($50.00).~~
240-34	~~(19) An annual report, fifty dollars ($50.00).~~
241-1	~~(20) Registered name application, fifty dollars ($50.00).~~
241-2	~~(21) Certificate of good standing/letter of status, twenty dollars ($20.00).~~
241-3	~~(22) Certificate of fact, thirty dollars ($30.00).~~
241-4	~~(23) Any other statement or report, except an annual report, of a domestic or foreign~~
241-5	~~corporation, ten dollars ($10.00).~~
241-6	~~(b) The secretary of state shall charge and collect:~~
241-7	~~(1) To withdraw the certificate of revocation or a corporation, whether domestic or~~
241-8	~~foreign, a penalty in the amount of fifty dollars ($50.00) for each year or part of a year that has~~
241-9	~~elapsed since the issuance of the certificate of revocation.~~
241-10	~~(2) For furnishing a certified copy of any document, instrument, or paper relating to a~~
241-11	~~corporation, fifteen cents ($.15) per page and ten dollars ($10.00) for the certificate and affixing~~
241-12	~~the seal to it.~~
241-13	~~(3) At the time of any service of process on him or her as resident agent of a corporation,~~
241-14	~~fifteen dollars ($15.00), which amount may be recovered as taxable costs by the party to the suit~~
241-15	~~or action making the service if the party prevails in the suit or action.~~
241-16	~~(c) (1) The secretary of state shall charge and collect from each domestic corporation~~
241-17	~~license fees, based on the number of shares which it has authority to issue or the increase in the~~
241-18	~~number of shares which it has authority to issue, at the time of:~~
241-19	~~(i) Filing articles of incorporation;~~
241-20	~~(ii) Filing articles of amendment increasing the number of authorized shares; and~~
241-21	~~(iii) Filing articles of merger increasing the number of authorized shares which the~~
241-22	~~surviving or new corporation, if a domestic corporation, has the authority to issue above the~~
241-23	~~aggregate number of shares which the constituent domestic corporations and constituent foreign~~
241-24	~~corporations authorized to transact business in this state had authority to issue.~~
241-25	~~(2) The license fees charged to a domestic corporation are as follows:~~
241-26	~~(i) One hundred sixty dollars ($160) for less than seventy-five million (75,000,000)~~
241-27	~~authorized shares and~~
241-28	~~(ii) One-fifth (1/5) cent per share of each authorized share for seventy-five million~~
241-29	~~(75,000,000) shares or greater.~~
241-30	~~(3) The above license fee calculations also apply when a corporation files an amendment~~
241-31	~~or merger showing an increase in authorized shares.~~
241-32	~~(d) (1) The secretary of state shall charge and collect from each foreign corporation~~
241-33	~~license fees at the time of:~~
241-34	~~(i) Filing an application for a certificate of authority to transact business in this state;~~
242-1	~~(ii) Filing articles of amendment which increased the number of authorized shares; and~~
242-2	~~(iii) Filing articles of merger which increased the number of authorized shares which the~~
242-3	~~surviving or new corporation, if a foreign corporation, has authority to issue above the aggregate~~
242-4	~~number of shares which the constituent domestic corporations and constituent foreign~~
242-5	~~corporations authorized to transact business in this state had authority to issue.~~
242-6	~~(2) The license fees charged to a foreign corporation are as follows:~~
242-7	~~(i) One hundred sixty dollars ($160) for less than seventy-five million (75,000,000)~~
242-8	~~authorized shares represented in the State of Rhode Island and~~
242-9	~~(ii) One-fifth (1/5) cent per share of each authorized share for 75,000,000 shares or~~
242-10	~~greater.~~
242-11	~~(3) The above license fee calculations also apply when a corporation files an amendment~~
242-12	~~or merger showing an increase in authorized shares.~~
242-13	~~(4) The number of authorized shares represented in this state is that proportion of its total~~
242-14	~~authorized shares which the sum of the value of its property located in this state and the gross~~
242-15	~~amount of business transacted by it at or from places of business in this state bears to the sum of~~
242-16	~~the value of all of its property, wherever located, and the gross amount of its business, wherever~~
242-17	~~transacted. The proportion is determined from information contained in the application for a~~
242-18	~~certificate of authority to transact business in this state or in the application for an amended~~
242-19	~~certificate of authority to transact business in this state.~~
242-20	~~7-1.2-603. Subscription for shares. --~~ ~~(a) A subscription for shares entered into before~~
242-21	~~incorporation is irrevocable for a period of six (6) months unless the subscription agreement~~
242-22	~~provides a longer or shorter period or all the subscribers agree to revocation. A subscription for~~
242-23	~~shares is not enforceable against a subscriber unless in writing and signed by the subscriber or by~~
242-24	~~an agent of the subscriber.~~
242-25	~~(b) The board of directors may determine the payment terms of subscriptions for shares~~
242-26	~~that were entered into before incorporation, unless the subscription agreement specifies them. A~~
242-27	~~call for payment by the board of directors must be uniform so far as practicable as to all shares of~~
242-28	~~the same class or series, unless the subscription agreement specifies otherwise.~~
242-29	~~(c) Shares issued pursuant to subscriptions entered into before incorporation are fully~~
242-30	~~paid and nonassessable when the corporation receives the consideration specified in the~~
242-31	~~subscription agreement.~~
242-32	~~(d) If a subscriber defaults in payment of money or property under a subscription~~
242-33	~~agreement entered into before incorporation, the corporation may collect the amount owed as any~~
242-34	~~other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation~~
243-1	~~may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days~~
243-2	~~after the corporation sends written demand for payment to the subscriber.~~
243-3	~~(e) A subscription agreement entered into on or after incorporation is a contract between~~
243-4	~~the subscriber and the corporation subject to section 7-1.2-604.~~
243-5	~~7-1.2-1603. Penalties imposed upon officers and directors. --~~ ~~Any individual who~~
243-6	~~signs any articles, statement, report, application, or other document intended to be filed with the~~
243-7	~~secretary of state that is known to the individual to be false in any material respect, is guilty of a~~
243-8	~~misdemeanor, and upon conviction of it may be fined in any amount not exceeding five hundred~~
243-9	~~dollars ($500). For purposes of this chapter, a document is signed whether by any manual,~~
243-10	~~facsimile or electronic signature.~~
243-11	~~7-1.2-604. Issuance of and consideration for shares. --~~ ~~(a) Shares with par value may~~
243-12	~~be issued for such consideration having a value not less than the par value thereof, as determined~~
243-13	~~from time to time by the board of directors, or by the shareholders if the articles of incorporation~~
243-14	~~so provide.~~
243-15	~~(b) Shares without par value may be issued for such consideration as is determined from~~
243-16	~~time to time by the board of directors, or by the shareholders if the articles of incorporation so~~
243-17	~~provide.~~
243-18	~~(c) The board of directors may authorize shares to be issued for consideration consisting~~
243-19	~~of any tangible or intangible property or benefit to the corporation, including cash, promissory~~
243-20	~~notes, services performed, contracts for services to be performed or other securities of the~~
243-21	~~corporation.~~
243-22	~~(d) Before the corporation issues shares, the board of directors must determine that the~~
243-23	~~consideration received or to be received for shares to be issued is adequate. The determination by~~
243-24	~~the board of directors is conclusive insofar as the adequacy of consideration for the issuance of~~
243-25	~~the shares relates to whether the shares are validly issued, fully paid and nonassessable.~~
243-26	~~(e) When the corporation receives the consideration for which the board of directors~~
243-27	~~authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.~~
243-28	~~(f) The corporation may place in escrow shares issued for a contract for future services~~
243-29	~~or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares,~~
243-30	~~and may credit distributions in respect of the shares against their purchase price, until the services~~
243-31	~~are performed, the note is paid or the benefits received. If the services are not performed, the note~~
243-32	~~is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions~~
243-33	~~credited may be cancelled in whole or part.~~
243-34	~~7-1.2-1604. Interrogatories. --~~ ~~(a) The secretary of state may propound to any domestic~~
244-1	~~or foreign corporation subject to the provisions of this chapter, and to any of its officers or~~
244-2	~~directors, any interrogatories that may be reasonably necessary and proper to enable the secretary~~
244-3	~~of state to ascertain whether the corporation has complied with all the applicable provisions of~~
244-4	~~this chapter. The interrogatories must be answered within thirty (30) days after their mailing, or~~
244-5	~~within any additional time that is fixed by the secretary of state, and the answers to the~~
244-6	~~interrogatories must be full and complete and made in writing and under oath. If the~~
244-7	~~interrogatories are directed to an individual they must be answered by him or her, and if directed~~
244-8	~~to a corporation they must be answered by the president, vice president, secretary, or assistant~~
244-9	~~secretary of the corporation. The secretary of state need not file any document to which the~~
244-10	~~interrogatories relate until the interrogatories are answered as provided in these provisions, and~~
244-11	~~not then if the interrogatory answers disclose that the document is not in conformity with the~~
244-12	~~provisions of this chapter. The secretary of state shall certify to the attorney general, for any~~
244-13	~~action that the attorney general deems appropriate, all interrogatories and their answers which~~
244-14	~~disclose a violation of any of the provisions of this chapter.~~
244-15	~~(b) Each corporation, domestic or foreign, that fails or refuses to answer truthfully and~~
244-16	~~fully within the time prescribed by this chapter interrogatories propounded by the secretary of~~
244-17	~~state, in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon~~
244-18	~~conviction of it may be fined in any amount not exceeding five hundred dollars ($500).~~
244-19	~~(c) Interrogatories propounded by the secretary of state and the answers to the~~
244-20	~~interrogatories are not open to public inspection, nor may the secretary of state disclose any facts~~
244-21	~~or information obtained from them except insofar as the secretary's official duty requires the facts~~
244-22	~~or information to be made public or in the event the interrogatories or their answers are required~~
244-23	~~for evidence in any criminal proceedings or in any other action by this state.~~
244-24	~~7-1.2-605. Par value per share. --~~ ~~Solely for the purpose of any statute or regulation~~
244-25	~~imposing any tax or fee based upon the capitalization of a corporation, unless otherwise stated in~~
244-26	~~the articles of incorporation, all authorized shares of a corporation organized under this chapter~~
244-27	~~are deemed to have a nominal or par value of one cent ($0.01) per share. If any federal or other~~
244-28	~~statute or regulation applicable to a particular corporation requires that the shares of such~~
244-29	~~corporation have a par value, such shares have the par value determined by the board of directors~~
244-30	~~in order to satisfy the requirements of such statute or regulation.~~
244-31	~~7-1.2-1605. Certificates and certain copies to be received in evidence. --~~ ~~All~~
244-32	~~certificates issued by the secretary of state in accordance with the provisions of this chapter, and~~
244-33	~~all copies of documents filed in his or her office in accordance with the provisions of this chapter~~
244-34	~~when certified by the secretary, is prima facie evidence of the facts stated in them. A certificate~~
245-1	~~by the secretary of state under the great seal of this state, as to the existence or nonexistence of~~
245-2	~~the facts relating to corporations is prima facie evidence of the existence or nonexistence of the~~
245-3	~~facts stated in them.~~
245-4	~~7-1.2-606. Share rights and options. --~~ ~~Subject to any provisions in respect to rights and~~
245-5	~~options stated in its articles of incorporation, a corporation may create and issue, whether or not~~
245-6	~~in connection with the issuance and sale of any of its shares or other securities, rights or options~~
245-7	~~entitling the holders to purchase from the corporation shares of any class or classes. Those rights~~
245-8	~~or options are evidenced, and the recipients thereof designated, in any manner that the board of~~
245-9	~~directors approves and, subject to the provisions of the articles of incorporation, shall state the~~
245-10	~~terms upon which, the time or times within which and the price or prices at which the shares may~~
245-11	~~be purchased from the corporation upon the exercise of any right or option. In the absence of~~
245-12	~~fraud in the transaction, the judgment of the board of directors as to the adequacy of the~~
245-13	~~consideration received for the rights or options is conclusive.~~
245-14	~~7-1.2-607. Expenses of organization, reorganization and financing. --~~ ~~The reasonable~~
245-15	~~charges and expenses of organization or reorganization of a corporation, and the reasonable~~
245-16	~~expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed~~
245-17	~~by the corporation out of the consideration received by it in payment for its shares without~~
245-18	~~rendering the shares not fully paid or assessable.~~
245-19	~~7-1.2-608. Form and content of certificates. --~~ ~~(a) The shares of a corporation may but~~
245-20	~~need not be represented by certificates as determined by the board of directors. Every holder of~~
245-21	~~shares represented by certificates and upon request every holder of uncertificated shares is~~
245-22	~~entitled to have a certificate signed by the officer or officers designated for the purpose by the~~
245-23	~~bylaws of the corporation, and in the absence of any designation, by the chairperson or the vice~~
245-24	~~chairperson of the board of directors, or the president or a vice president, and by the treasurer or~~
245-25	~~the assistant treasurer, or the secretary or an assistant secretary of the corporation, representing~~
245-26	~~the number of shares registered in certificate form and may be sealed with the seal of the~~
245-27	~~corporation or a facsimile of the seal. Any or all of the signatures on the certificate may be a~~
245-28	~~facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile~~
245-29	~~signature has been placed upon the certificate has ceased to be the officer, transfer agent or~~
245-30	~~registrar before the certificate is issued, it may be issued by the corporation with the same effect~~
245-31	~~as if he were the officer, transfer agent or registrar at the date of its issue.~~
245-32	~~(b) Every certificate representing shares issued by a corporation which is authorized to~~
245-33	~~issue shares of more than one class must state upon the face or back of the certificate, or state that~~
245-34	~~the corporation will furnish to any shareholder upon request and without charge, a full statement~~
246-1	~~of the designations, preferences, limitations and relative rights of the shares of each class~~
246-2	~~authorized to be issued and, if the corporation is authorized to issue any preferred or special class~~
246-3	~~in series, the variations in the relative rights and preferences between the shares of each series so~~
246-4	~~far as the series have been fixed and determined and the authority of the board of directors to fix~~
246-5	~~and determine the relative rights and preferences of subsequent series.~~
246-6	~~(c) Each certificate representing shares must state upon the face of the certificate:~~
246-7	~~(1) That the corporation is organized under the laws of this state.~~
246-8	~~(2) The name of the person to whom issued.~~
246-9	~~(3) The number and class of shares, and the designation of the series, if any, which the~~
246-10	~~certificate represents.~~
246-11	~~(4) The par value of each of the shares, if any.~~
246-12	~~(d) No certificate may be issued for any share until the share is fully paid.~~
246-13	~~(e) Within a reasonable time after the issuance or transfer of uncertificated shares, the~~
246-14	~~corporation shall send to the registered owner of the shares a written notice containing the~~
246-15	~~information and statements required to be presented or stated on certificates pursuant to~~
246-16	~~subsections (b) and (c) and section 7-1.2-609(b).~~
246-17	~~(f) Except as otherwise expressly provided by law, the rights and obligations of the~~
246-18	~~holders of uncertificated shares and the rights and obligations of the holders of certificates~~
246-19	~~representing shares of the same class and series are identical.~~
246-20	~~7-1.2-609. Share transfer and ownership restrictions. --~~ ~~(a) The shares of a corporation~~
246-21	~~are personal property and are transferable in accordance with the provisions of section 6A-8-204,~~
246-22	~~as amended from time to time, except as may otherwise be provided in this chapter.~~
246-23	~~(b) The articles of incorporation, bylaws, an agreement among all or less than all of the~~
246-24	~~shareholders or an agreement between all or less than all of the shareholders and the corporation~~
246-25	~~may impose restrictions on the transfer or registration of transfer of shares of the corporation. A~~
246-26	~~restriction does not affect shares issued before the restriction was adopted, unless the holders of~~
246-27	~~the shares are parties to the restriction agreement or voted in favor of the restriction.~~
246-28	~~(c) A restriction on the transfer or registration of transfer of shares is valid and~~
246-29	~~enforceable against the holder or a transferee of the holder if the restriction is authorized by this~~
246-30	~~chapter and its existence is noted conspicuously on the front or back of the certificate or is noted~~
246-31	~~in the initial transaction statement required by section 6A-8-204(2). Unless so noted, a restriction~~
246-32	~~is not enforceable against a person without knowledge of the restriction.~~
246-33	~~(d) A restriction on the transfer, ownership or registration of transfer of shares is~~
246-34	~~authorized:~~
247-1	~~(1) To maintain the corporation's status when it is dependent on the number or identity of~~
247-2	~~its shareholders;~~
247-3	~~(2) To preserve exemptions under federal or state securities law;~~
247-4	~~(3) To permit a corporation to qualify as:~~
247-5	~~(i) A real estate investment trust under the provisions of the Internal Revenue Code of~~
247-6	~~1986, as heretofore or hereafter amended, or regulations adopted thereunder; or~~
247-7	~~(ii) An investment company under the Investment Company Act of 1940, as heretofore~~
247-8	~~or hereafter amended, or regulations adopted thereunder; and~~
247-9	~~(4) For any other reasonable purpose.~~
247-10	~~(e) A restriction on the transfer or registration of transfer of shares may:~~
247-11	~~(1) Obligate the shareholder first to offer the corporation or other persons (separately,~~
247-12	~~consecutively or simultaneously) an opportunity to acquire the restricted shares;~~
247-13	~~(2) Obligate the corporation or other persons (separately, consecutively or~~
247-14	~~simultaneously) to acquire the restricted shares;~~
247-15	~~(3) Require the corporation, the holders of any class of its shares or another person to~~
247-16	~~approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;~~
247-17	~~(4) Prohibit the transfer of the restricted shares to designated persons or classes of~~
247-18	~~persons, if the prohibition is not manifestly unreasonable.~~
247-19	~~(f) For the purposes of this section, "shares" includes a security convertible into or~~
247-20	~~carrying a right to subscribe for or acquire shares.~~
247-21	~~7-1.2-610. Fractional shares. --~~ ~~(a) A corporation may:~~
247-22	~~(1) Issue fractions of a share;~~
247-23	~~(2) Arrange for the disposition of fractional interests by those entitled to those interests;~~
247-24	~~(3) Pay in cash the fair value of fractions of a share as of the time when those entitled to~~
247-25	~~receive the fractions are determined; or~~
247-26	~~(4) Issue scrip in registered or bearer form which entitles the holder to receive a~~
247-27	~~certificate for a full share upon the surrender of the scrip aggregating a full share.~~
247-28	~~(b) A certificate for a fractional share, but not scrip, entitles unless it otherwise provides,~~
247-29	~~the holder to exercise voting rights, to receive dividends on that share, and to participate in any of~~
247-30	~~the assets of the corporation in the event of liquidation. The board of directors may issue scrip~~
247-31	~~subject to the condition that it becomes void if not exchanged for certificates representing full~~
247-32	~~shares before a specified date, or subject to the condition that the shares for which scrip is~~
247-33	~~exchangeable may be sold by the corporation and the proceeds from the sale distributed to the~~
247-34	~~holders of scrip, or subject to any other conditions which the board of directors deems advisable.~~
248-1	~~7-1.2-611. Bonds -- Facsimile signatures and seals. --~~ ~~The seal of the corporation and~~
248-2	~~any or all signatures of the officers or other agents of the corporation upon a bond and any~~
248-3	~~coupon attached to the bond may be facsimiles if the bond is countersigned by an officer or other~~
248-4	~~agent of a trustee or other certifying or authenticating authority. In case any officer or other agent~~
248-5	~~who has signed or whose facsimile signature has been placed upon the bond or coupon has ceased~~
248-6	~~to be the officer or agent before the bond is issued, it may be issued by the corporation with the~~
248-7	~~same effect as if he were the officer or agent at the date of its issue.~~
248-8	~~7-1.2-612. Liability of subscribers and shareholders. --~~ ~~(a) A holder of or subscriber to~~
248-9	~~shares of a corporation is under no obligation to the corporation or its creditors with respect to the~~
248-10	~~shares other than the obligation to pay to the corporation the unpaid portion of the consideration~~
248-11	~~for which the shares were issued or to be issued, which in no event may be less than the amount~~
248-12	~~of the consideration for which the shares could be lawfully issued.~~
248-13	~~(b) Any person becoming an assignee or transferee of shares or of a subscription for~~
248-14	~~shares in good faith and without knowledge or notice that the full consideration for the shares has~~
248-15	~~not been paid is not personally liable to the corporation or its creditors for any unpaid portion of~~
248-16	~~the consideration. An executor, administrator, conservator, guardian, trustee, assignee for the~~
248-17	~~benefit of creditors or receiver is not personally liable to the corporation as a holder of or~~
248-18	~~subscriber to shares of a corporation but the estate and funds in his or her hands are so liable.~~
248-19	~~(c) No pledgee or other holder of shares as collateral security is personally liable as a~~
248-20	~~shareholder.~~
248-21	~~7-1.2-613. Shareholder's preemptive rights. --~~ ~~(a) Except to the extent limited or~~
248-22	~~denied by this section or by the articles of incorporation, shareholders of a corporation~~
248-23	~~incorporated prior to July 1, 2005 have a preemptive right to acquire unissued shares or securities~~
248-24	~~convertible into shares or carrying a right to subscribe to or acquire shares. Unless otherwise~~
248-25	~~provided in the articles of incorporation:~~
248-26	~~(1) No preemptive right exists:~~
248-27	~~(i) To acquire any shares issued to directors, officers, or employees pursuant to approval~~
248-28	~~by the affirmative vote of the holders of a majority of the shares entitled to vote on the acquisition~~
248-29	~~or when authorized by and consistent with a plan previously approved by a vote of shareholders;~~
248-30	or
248-31	~~(ii) To acquire any shares sold other than for money.~~
248-32	~~(2) Holders of shares of any class that is preferred or limited as to dividends or assets are~~
248-33	~~not entitled to any preemptive right.~~
248-34	~~(3) Holders of shares of any class are not entitled to any preemptive right to shares of~~
249-1	~~any class that is preferred or limited as to dividends or assets or to any obligations, unless~~
249-2	~~convertible into shares of that class or carrying a right to subscribe to or acquire shares of that~~
249-3	~~class.~~
249-4	~~(4) Holders of shares without voting power have no preemptive right to shares with~~
249-5	~~voting power.~~
249-6	~~(5) The preemptive right is only an opportunity to acquire shares or other securities~~
249-7	~~under terms and conditions that the board of directors may fix for the purpose of providing a fair~~
249-8	~~and reasonable opportunity for the exercise of the right.~~
249-9	~~(b) The shareholders of a corporation incorporated on or after July 1, 2005 do not have a~~
249-10	~~preemptive right to acquire a corporation's unissued shares or securities convertible into shares or~~
249-11	~~carrying a right to subscribe for or acquire shares except to the extent the articles of incorporation~~
249-12	~~so provide. A statement included in the articles of incorporation that "the corporation elects to~~
249-13	~~have preemptive rights" (or words of similar import) means that the following principles apply~~
249-14	~~except to the extent the articles of incorporation expressly provide otherwise:~~
249-15	~~(1) The shareholders of the corporation have a preemptive right, granted on uniform~~
249-16	~~terms and conditions prescribed by the board of directors, to provide a fair and reasonable~~
249-17	~~opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued~~
249-18	~~shares upon the decision of the board of directors to issue them.~~
249-19	~~(2) A shareholder may waive his or her preemptive right. A waiver evidenced by a~~
249-20	~~writing is irrevocable even though it is not supported by consideration.~~
249-21	~~(3) There is no preemptive right with respect to:~~
249-22	~~(i) Shares issued as compensation to directors, officers, agents, or employees of the~~
249-23	~~corporation, its subsidiaries or affiliates;~~
249-24	~~(ii) Shares issued to satisfy conversion or option rights created to provide compensation~~
249-25	~~to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;~~
249-26	~~(iii) Shares authorized in articles of incorporation that are issued within six (6) months~~
249-27	~~from the effective date of incorporation; or~~
249-28	~~(iv) Shares sold otherwise than for money.~~
249-29	~~(4) Holders of shares of any class without general voting rights but with preferential~~
249-30	~~rights to distributions or assets have no preemptive rights with respect to shares of any class.~~
249-31	~~(5) Holders of shares of any class with general voting rights but without preferential~~
249-32	~~rights to distributions or assets have no preemptive rights with respect to shares of any class with~~
249-33	~~preferential rights to distributions or assets unless the shares with preferential rights are~~
249-34	~~convertible into or carry a right to subscribe for or acquire shares without preferential rights.~~
250-1	~~(6) Shares subject to preemptive rights that are not acquired by shareholders may be~~
250-2	~~issued to any person for a period of one year after being offered to shareholders at a consideration~~
250-3	~~set by the board of directors that is not lower than the consideration set for the exercise of~~
250-4	~~preemptive rights. An offer at a lower consideration or after the expiration of one year is subject~~
250-5	~~to the shareholders' preemptive rights.~~
250-6	~~(c) For purposes of this section, "shares" includes a security convertible into or carrying~~
250-7	~~a right to subscribe for or acquire shares.~~
250-8	~~7-1.2-614. Distributions to shareholders. --~~ ~~(a) Distributions of other than shares.~~
250-9	~~(1) The board of directors may authorize and the corporation may make distributions to~~
250-10	~~its shareholders subject to restriction the articles of incorporation and the limitation in subdivision~~
250-11	~~(a)(3) of this section.~~
250-12	~~(2) If the board of directors does not fix the record date for determining shareholders~~
250-13	~~entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of~~
250-14	~~the corporation's shares), it is the date the board of directors authorizes the distribution.~~
250-15	~~(3) No distribution may be made if, after giving it effect:~~
250-16	~~(i) The corporation would be insolvent; or~~
250-17	~~(ii) The corporation's total assets would be less than the sum of its total liabilities plus~~
250-18	~~(unless the articles of incorporation permit otherwise) the amount that would be needed, if the~~
250-19	~~corporation to be dissolved at the time of the distribution, to satisfy the preferential rights upon~~
250-20	~~dissolution of shareholders whose preferential rights are superior to those receiving the~~
250-21	~~distribution (unless such preferential rights are waived by a majority of the shareholders entitled~~
250-22	~~to such preferential rights, voting by class).~~
250-23	~~(4) The board of directors may base a determination that a distribution is not prohibited~~
250-24	~~under subdivision (a)(3) of this section either on financial statements prepared on the basis of~~
250-25	~~accounting practices and principles that are reasonable in the circumstances or on a fair valuation~~
250-26	~~or other method that is reasonable in the circumstances.~~
250-27	~~(5) Except as provided in subdivision (7) of this section, the effect of a distribution under~~
250-28	~~subdivision (a)(3) of this section is measured:~~
250-29	~~(i) In the case of distribution by purchase, redemption or other acquisition of the~~
250-30	~~corporation's shares, as of the earlier of (A) the date money or other property is transferred or~~
250-31	~~debt incurred by the corporation or (B) the date the shareholder ceases to be a shareholder with~~
250-32	~~respect to the acquired shares;~~
250-33	~~(ii) In the case of any other distribution of indebtedness, as of the date the indebtedness~~
250-34	~~is distributed; and~~
251-1	~~(iii) In all other cases, as of (A) the date the distribution is authorized if the payment~~
251-2	~~occurs within one hundred twenty (120) days after the date of authorization or (B) the date the~~
251-3	~~payment is made if it occurs more than one hundred twenty (120) days after the date of~~
251-4	~~authorization.~~
251-5	~~(6) A corporation's indebtedness to a shareholder incurred by reason of a distribution~~
251-6	~~made in accordance with this section is at parity with the corporation's indebtedness to its general,~~
251-7	~~unsecured creditors except to the extent subordinated by agreement.~~
251-8	~~(7) Indebtedness of a corporation, including indebtedness issued as a distribution, is not~~
251-9	~~considered a liability for purposes of determinations under subdivision (a)(3) of this section if its~~
251-10	~~terms of the indebtedness provide that payment of principal and interest are made only if and to~~
251-11	~~the extent that payment of a distribution to shareholders could then be made under this section. If~~
251-12	~~the indebtedness is issued as a distribution, each payment of principal or interest is treated as a~~
251-13	~~distribution, the effect of which is measured on the date the payment is actually made.~~
251-14	~~(b) Distributions of shares.~~
251-15	~~(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata~~
251-16	~~and without consideration to the corporation's shareholders or to the shareholders of one or more~~
251-17	~~classes or series. An issuance of shares under this subsection is a share distribution.~~
251-18	~~(2) Shares of one class or series may not be issued as a share distribution in respect to~~
251-19	~~shares of another class or series unless (i) the articles of incorporation so authorize, (ii) a majority~~
251-20	~~of the votes entitled to be cast by the class or series to be issued approve the issue, or (iii) there~~
251-21	~~are not outstanding shares of the class or series to be issued.~~
251-22	~~(3) If the board of directors does not fix a record date for determining shareholders~~
251-23	~~entitled to share distribution, then it is the date the board of directors authorizes the share~~
251-24	~~distribution.~~
251-25	~~7-1.2-701. Meetings of shareholders. --~~ ~~(a) Meetings of shareholders may be held at any~~
251-26	~~place, either within or without this state, that may be stated in or fixed in accordance with the~~
251-27	~~bylaws. If no other place is stated or fixed, all meetings will be held at the registered office of the~~
251-28	~~corporation. An annual meeting of shareholders may be held at any time that is stated or fixed in~~
251-29	~~accordance with the bylaws. Failure to hold the annual meeting at the designated time does not~~
251-30	~~work a forfeiture or dissolution of the corporation. If the annual meeting is not held within any~~
251-31	~~thirteen (13) month period the superior court may, in its discretion, on the application of any~~
251-32	~~shareholder, summarily order a meeting to be held.~~
251-33	~~(b) Special meetings of the shareholders may be called by the board of directors, or by a~~
251-34	~~person or persons that may be authorized by the articles of incorporation or by the bylaws.~~
252-1	~~(c) Notice of any meeting of shareholders must be delivered not less than ten (10) nor~~
252-2	~~more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at the~~
252-3	~~meeting in the manner prescribed by section 7-1.2-702.~~
252-4	~~(d) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is~~
252-5	~~adjourned to a different date, time or place, notice need not be given of the new date, time or~~
252-6	~~place if the new date, time or place is announced at the meeting before adjournment. If a new~~
252-7	~~record date for the adjourned meeting is or must be fixed pursuant to the articles of incorporation,~~
252-8	~~the bylaws or otherwise, however, notice of the adjourned meeting must be given under this~~
252-9	~~section to persons who are shareholders as of the new record date.~~
252-10	~~(e) A shareholder's attendance at a meeting:~~
252-11	~~(1) Waives objection to lack of notice or defective notice of the meeting, unless the~~
252-12	~~shareholder at the beginning of the meeting objects to holding the meeting or transacting business~~
252-13	~~at the meeting; and~~
252-14	~~(2) Waives objection to consideration of a particular matter at the meeting that is not~~
252-15	~~within the purpose or purposes described in the meeting notice, unless the shareholder objects to~~
252-16	~~considering the matter when it is presented.~~
252-17	~~(f) Upon the application of any shareholder, director or person aggrieved, the superior~~
252-18	~~court for the county where the principal office of the corporation is located, shall immediately~~
252-19	~~hear and determine the petition of the aggrieved with respect to the following:~~
252-20	~~(1) The validity of any election or appointment of any director or officer of a corporation~~
252-21	~~and the right of any person to hold the office;~~
252-22	~~(2) If any office is claimed by more than one individual, the individual entitled to the~~
252-23	~~office;~~
252-24	~~(3) The voting and other rights of persons claiming rights in respect of the contested~~
252-25	~~election or appointment; or~~
252-26	~~(4) Failure of the corporation to hold an annual meeting within any thirteen (13) month~~
252-27	~~period. The superior court may confirm the election or appointment, order a new election, or~~
252-28	~~direct any other relief that may be just and proper.~~
252-29	~~(g) If authorized by the board of directors in its sole discretion or by the bylaws, and~~
252-30	~~subject to such guidelines and procedures as the board of directors may adopt or the bylaws may~~
252-31	~~prescribe, shareholders and proxy holders not physically present at a meeting of shareholders~~
252-32	~~may, by means of remote communication:~~
252-33	~~(1) Participate in a meeting of shareholders; and~~
252-34	~~(2) Be deemed present in person and vote at a meeting of shareholders whether such~~
253-1	~~meeting is to be held at a designated place or solely by means of remote communication,~~
253-2	~~provided that~~
253-3	~~(i) The corporation shall implement reasonable measures to verify that each person~~
253-4	~~deemed present and permitted to vote at the meeting by means of remote communication is a~~
253-5	~~shareholder or proxy holder,~~
253-6	~~(ii) The corporation shall implement reasonable measures to provide such shareholders~~
253-7	~~and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters~~
253-8	~~submitted to the shareholders, including an opportunity to read or hear the proceedings of the~~
253-9	~~meeting substantially concurrently with such proceedings, and~~
253-10	~~(iii) If any shareholder or proxy holder votes or takes other action at the meeting by~~
253-11	~~means of remote communication, the corporation shall maintain a record of that vote or other~~
253-12	~~action.~~
253-13	~~7-1.2-1701. Close corporations. --~~ ~~(a) Provisions of the articles of incorporation or~~
253-14	~~bylaws of a corporation organized under this chapter, or provisions of an agreement relating to a~~
253-15	~~corporation, which would otherwise be invalid because they:~~
253-16	~~(1) Restrict, or assign to one or more shareholders or other individuals, any or all of the~~
253-17	~~powers normally vested in the board of directors or provide that there is no board of directors; or~~
253-18	~~(2) Grant the right to one or more shareholders to dissolve the corporation at will or on~~
253-19	~~the occurrence of a specified contingency; or~~
253-20	~~(3) Impose too great a restraint on the transfer of shares of the corporation; are~~
253-21	~~nevertheless valid if the provisions have been approved by all the shareholders of the corporation~~
253-22	~~and if the corporation's original or amended articles of incorporation contain a heading~~
253-23	~~immediately after the name of the corporation stating that it is a close corporation pursuant to~~
253-24	~~section 7-1.2-1701. This subsection does not invalidate any provision in articles of incorporation,~~
253-25	~~bylaws, or agreements that would otherwise be valid.~~
253-26	~~(b) The provisions of section 7-1.2-709 limiting the duration of a voting trust or~~
253-27	~~shareholders' agreement to ten (10) years is not be applicable to a close corporation that complies~~
253-28	~~with subsection (a). If close corporation status is terminated pursuant to subsection (d), the~~
253-29	~~effective term of voting trust or shareholders' agreement is ten (10) years from the termination or~~
253-30	~~the term provided therein, whichever is shorter.~~
253-31	~~(c) The effect of any provision authorized by subdivision (a)(1) is to relieve the directors~~
253-32	~~and to impose on the individual or individuals undertaking to exercise responsibility the liability~~
253-33	~~for managerial acts or omissions that would otherwise be imposed on directors to the extent that~~
253-34	~~and so long as the discretion or powers of the board in its management of corporate affairs is~~
254-1	~~controlled by any such provision. Action which is valid pursuant to subdivision (a)(1) is deemed~~
254-2	~~to be action by the board of directors for purposes of compliance with any provision of this~~
254-3	~~chapter providing for action by the board of directors.~~
254-4	~~(d) If a close corporation's original or amended articles of incorporation so provide, the~~
254-5	~~corporation need not hold an annual meeting of shareholders unless one or more shareholders~~
254-6	~~deliver written notice to the corporation requesting a meeting at least thirty (30) days before the~~
254-7	~~meeting date stated or fixed in accordance with the bylaws of the corporation.~~
254-8	~~(e) (1) The articles of incorporation must be amended to terminate close corporation~~
254-9	~~status pursuant to this section if:~~
254-10	~~(i) All of the shareholders, or such lessor number as may be specified in the articles of~~
254-11	~~incorporation, the bylaws, or an agreement relating to the corporation, approve the termination; or~~
254-12	~~(ii) There are more than thirty (30) shareholders of record and any shareholder, after~~
254-13	~~thirty (30) days' notice to the corporation of his or her intention to do so during which time the~~
254-14	~~number is not reduced to thirty (30) or less, demands termination; or~~
254-15	~~(iii) Any individual who acquires of record shares of the corporation without notice or~~
254-16	~~knowledge of its close corporation status demands termination; provided, that notice shall be~~
254-17	~~conclusively presumed if certificates representing the shares so acquired state on their face, under~~
254-18	~~the name of the corporation, that it is a close corporation pursuant to this section.~~
254-19	~~(2) If the directors and shareholders fail to effect the amendment promptly, the superior~~
254-20	~~court shall have jurisdiction to enter whatever order is necessary to effect the amendment. The~~
254-21	~~termination shall not affect the validity of any provision relating to the corporation or its~~
254-22	~~management which would be valid, notwithstanding the provisions of this section.~~
254-23	~~7-1.2-702. Notice to shareholders. --~~ ~~(a) Any notice to shareholders given by the~~
254-24	~~corporation under any provision of this chapter, the articles of incorporation or the bylaws is~~
254-25	~~effective if given in writing, or by facsimile or a form of electronic transmission consented to by~~
254-26	~~the shareholder to whom the notice is given. Any consent to alternative notice is revocable by the~~
254-27	~~shareholder by written notice to the corporation. Any consent to alternative notice is deemed~~
254-28	~~revoked if:~~
254-29	~~(1) The corporation is unable to deliver by facsimile or electronic transmission two (2)~~
254-30	~~consecutive notices given by the corporation in accordance with such consent; and~~
254-31	~~(2) Such inability becomes known to the secretary or an assistant secretary of the~~
254-32	~~corporation or to the transfer agent, or other person responsible for the giving of notice; provided,~~
254-33	~~however, the inadvertent failure to treat such inability as a revocation does not invalidate the~~
254-34	~~action.~~
255-1	~~(b) If mailed, the notice is deemed to be delivered when deposited in the United States~~
255-2	~~mail addressed to the shareholder at his or her address as it appears on the stock transfer books of~~
255-3	~~the corporation, with prepaid postage on the mail.~~
255-4	~~(c) In the case of any corporation which has fifty (50) or more shareholders of record, if~~
255-5	~~two (2) successive notices, reports or other communications addressed to a shareholder of the~~
255-6	~~corporation at the address of the shareholder appearing on the books of the corporation have been~~
255-7	~~returned to the corporation by the United States postal service marked to indicate that the United~~
255-8	~~States postal service is unable to deliver the notices, reports or other communications to the~~
255-9	~~shareholder at the address, all future notices, reports or other communications are deemed to have~~
255-10	~~been given without further mailing if they are available for the shareholder upon written demand~~
255-11	~~of the shareholder at the principal executive office of the corporation for a period of one year~~
255-12	~~from the date of the giving of the notice, report, or other communication to other shareholders.~~
255-13	~~(d) A shareholder may waive any notice required by this section, the articles of~~
255-14	~~incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be~~
255-15	~~in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation~~
255-16	~~for inclusion in the minutes or filing with the corporate records.~~
255-17	~~7-1.2-703. Closing of transfer books and fixing record date. --~~ ~~(a) For the purpose of~~
255-18	~~determining shareholders entitled to notice of or to vote at any meeting of shareholders or any~~
255-19	~~adjournment of a meeting of shareholders, or entitled to receive payment of any dividend, or in~~
255-20	~~order to make a determination of shareholders for any other proper purpose, the board of directors~~
255-21	~~of a corporation may provide that stock transfer books are closed for a stated period, not less than~~
255-22	~~that specified in any applicable bylaw and not more than sixty (60) days. In lieu of closing the~~
255-23	~~stock transfer books, the bylaws, or in the absence of an applicable bylaw, the board of directors~~
255-24	~~may fix in advance a date as the record date for any determination of shareholders, the date in any~~
255-25	~~case to be not more than sixty (60) days prior to the date on which the particular action, requiring~~
255-26	~~the determination of shareholders, is to be taken. If the stock transfer books are not closed and no~~
255-27	~~record date is fixed for the determination of shareholders entitled to notice of or to vote at a~~
255-28	~~meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on~~
255-29	~~which notice of the meeting is mailed or the date on which the resolution of the board of directors~~
255-30	~~declaring the dividend is adopted, as the case may be, is the record date for the determination of~~
255-31	~~shareholders. When a determination of shareholders entitled to vote at any meeting of~~
255-32	~~shareholders has been made as provided in this section, the determination applies to any~~
255-33	~~adjournment of the meeting.~~
255-34	~~(b) In order that the corporation may determine the shareholders entitled to consent to~~
256-1	~~corporate action in writing without a meeting, the board of directors may fix a record date, which~~
256-2	~~record date may not precede the date upon which the resolution fixing the record date is adopted~~
256-3	~~by the board of directors. If no record date has been fixed by the board of directors, the record~~
256-4	~~date for determining shareholders entitled to consent to corporate action in writing without a~~
256-5	~~meeting, when no prior action by the board of directors is required by this chapter, is the first date~~
256-6	~~on which a signed written consent setting forth the action taken or proposed to be taken is~~
256-7	~~delivered to the corporation by delivery to its registered office in this state, its principal place of~~
256-8	~~business, or an officer or agent of the corporation having custody of the book in which~~
256-9	~~proceedings of meetings of shareholders are recorded. Delivery made to a corporation's registered~~
256-10	~~office must be by hand or by certified or registered mail, return receipt requested. If no record~~
256-11	~~date has been fixed by the board of directors and prior action by the board of directors is required~~
256-12	~~by this chapter, the record date for determining shareholders entitled to consent to corporate~~
256-13	~~action in writing without a meeting is the close of business on the day on which the board of~~
256-14	~~directors adopts the resolution taking such prior action.~~
256-15	~~(c) A determination of shareholders entitled to notice of or to vote at a shareholders'~~
256-16	~~meeting is effective for any adjournment of the meeting unless the board of directors fixes a new~~
256-17	~~record date.~~
256-18	~~7-1.2-704. Voting list. --~~ ~~(a) After fixing a record date for a meeting, a corporation shall~~
256-19	~~prepare a list of the names of all its shareholders who are entitled to notice of a shareholders'~~
256-20	~~meeting.~~
256-21	~~(b) The shareholders' list must be available for inspection by any shareholder, at least ten~~
256-22	~~(10) days before the meeting is given for which the list was prepared and continuing through the~~
256-23	~~meeting, at the corporation's registered office or principal place of business. A shareholder, his or~~
256-24	~~her agent or attorney is entitled on written demand to inspect the list during regular business~~
256-25	~~hours during the period it is available for inspection.~~
256-26	~~(c) The corporation shall make the shareholders' list available to any shareholder in~~
256-27	~~attendance, whether in person or by remote communication, and any shareholder, his agent, or~~
256-28	~~attorney is entitled to inspect the list at any time during the meeting or any adjournment.~~
256-29	~~(d) The persons who appear from the list to be shareholders entitled to vote at the~~
256-30	~~meeting may vote at the meeting.~~
256-31	~~(e) If the right to vote at any meeting is challenged, the person presiding at the meeting,~~
256-32	~~shall rely on the list to determine the right of the challenged person to vote.~~
256-33	~~7-1.2-705. Quorum of shareholders required for shareholders' action. --~~ ~~(a) Unless~~
256-34	~~otherwise provided in the articles of incorporation or bylaws, a majority of the shares entitled to~~
257-1	~~vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders, but in~~
257-2	~~no event does a quorum consist of less than one-third (1/3) of the shares entitled to vote at the~~
257-3	~~meeting. If a quorum is present, unless the vote of a greater number or voting by classes is~~
257-4	~~required by this chapter or the articles of incorporation or bylaws, in all matters other than the~~
257-5	~~election of directors, the affirmative vote of the majority of shares present in person or~~
257-6	~~represented by proxy at the meeting and entitled to vote on the subject matter is the act of the~~
257-7	~~shareholders.~~
257-8	~~(b) Directors are elected by a plurality of the votes of the shares present in person or~~
257-9	~~represented by proxy at the meeting and entitled to vote on the election of directors. No~~
257-10	~~amendment to the bylaws made by the board of directors pursuant to section 7-1.2-203 may~~
257-11	~~require a greater number or voting by classes.~~
257-12	~~7-1.2-706. Greater voting requirements. --~~ ~~Whenever, with respect to any action to be~~
257-13	~~taken by the shareholders of a corporation, the articles of incorporation require the vote of the~~
257-14	~~holders of a greater proportion of the shares, or of any class or series of the shares, than required~~
257-15	~~by this chapter with respect to the action, the provisions of the articles of incorporation control.~~
257-16	~~An amendment of the articles of incorporation which changes or deletes a provision is authorized~~
257-17	~~by the same vote as would be required to take action under the provision.~~
257-18	~~7-1.2-707. Action by shareholders without a meeting. --~~ ~~(a) Any action required or~~
257-19	~~permitted to be taken at a meeting of shareholders by this chapter, or the articles of incorporation~~
257-20	~~or bylaws of a corporation, may be taken without a meeting if all the shareholders entitled to vote~~
257-21	~~on the action consent to the action in writing.~~
257-22	~~(b) (1) Except for actions pursuant to section 7-1.2-1002 or section 7-1.2-1102, any~~
257-23	~~action required or permitted to be taken at a meeting of shareholders by this chapter or the articles~~
257-24	~~of incorporation or bylaws of a corporation, may be taken without a meeting upon the written~~
257-25	~~consent of less than all the shareholders entitled to vote on the action, if:~~
257-26	~~(i) Shareholders who consent would be entitled to cast at least the minimum number of~~
257-27	~~votes that would be required to take the action at a meeting at which all shareholders entitled to~~
257-28	~~vote on the action are present and voting in person or by proxy; and~~
257-29	~~(ii) Action pursuant to this section is authorized by the articles of incorporation.~~
257-30	~~(2) Prompt notice of the action must be given to all shareholders who would have been~~
257-31	~~entitled to vote upon the action if the meeting were held.~~
257-32	~~(c) Whenever action is taken pursuant to this section, the written consents of the~~
257-33	~~shareholders consenting to the action must be filed with the minutes of proceedings of~~
257-34	~~shareholders.~~
258-1	~~(d) Any action taken pursuant to this section has the same effect for all purposes as if the~~
258-2	~~action had been taken at a meeting of the shareholders.~~
258-3	~~(e) If any other provision of this chapter requires the filing of a certificate upon the~~
258-4	~~taking of an action by shareholders, and action is taken in the manner authorized by this section,~~
258-5	~~the certificate must state that the action was taken without a meeting pursuant to the written~~
258-6	~~consents of the shareholders and must include the number of shares represented by the consents.~~
258-7	~~(f) The record date for determining shareholders entitled to express consent in writing,~~
258-8	~~without a meeting, is determined in accordance with section 7-1.2-703 and, if no record date is~~
258-9	~~fixed for the determination of shareholders entitled to vote by written consent, the date on which~~
258-10	~~such request for written consent is delivered, in accordance with section 7-1.2-702, to~~
258-11	~~shareholders is the record date for the determination of shareholders entitled to express such~~
258-12	~~written consent.~~
258-13	~~7-1.2-708. Voting of shares. --~~ ~~(a) Each outstanding share, regardless of series or class,~~
258-14	~~is entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to~~
258-15	~~the extent that the voting rights of the shares of any class or classes are limited, enlarged or~~
258-16	~~denied by the articles of incorporation as permitted by this chapter. If the articles of incorporation~~
258-17	~~provide for more or less than one vote for any share, on any matter, every reference in this~~
258-18	~~chapter to a majority or other proportion of shares refers to a majority or other proportion of votes~~
258-19	~~entitled to be cast.~~
258-20	~~(b) Shares held, directly or indirectly, by another corporation if a majority of the shares~~
258-21	~~entitled to vote for the election of directors of the other corporation is held by the corporation,~~
258-22	~~may not be voted at any meeting or counted in determining the total number of outstanding shares~~
258-23	~~at any given time. Nothing contained in these provisions is construed as limiting the right of any~~
258-24	~~corporation to vote shares, including, but not limited to, its own shares, held in a fiduciary~~
258-25	~~capacity.~~
258-26	~~(c) Every shareholder entitled to vote at a meeting of shareholders or to express consent~~
258-27	~~without a meeting may authorize another person or persons to act for him or her by proxy,~~
258-28	~~executed, in writing, by the shareholder or by his or her duly authorized attorney in fact. No~~
258-29	~~proxy is valid after three (3) years from the date of its execution, unless otherwise provided in the~~
258-30	~~proxy.~~
258-31	~~(1) Without limiting the manner in which a shareholder may authorize another person or~~
258-32	~~persons to act for him or her as proxy pursuant to subsection (c) of this section, the following~~
258-33	~~constitutes a valid means by which a shareholder may grant that authority:~~
258-34	~~(i) A shareholder may execute a writing authorizing another person or persons to act for~~
259-1	~~him or her as proxy. Execution may be accomplished by the shareholder or his or her authorized~~
259-2	~~officer, director, employee or agent signing the writing or causing his or her signature to be~~
259-3	~~affixed to the writing by any reasonable means including, but not limited to, facsimile signature.~~
259-4	~~(ii) A shareholder may authorize another person or persons to act for him or her as proxy~~
259-5	~~by transmitting or authorizing the transmission of a telegram, cablegram or other means of~~
259-6	~~electronic transmission, including Internet and telephonic transmissions, to the person who will~~
259-7	~~be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or an~~
259-8	~~agent authorized by the person who will be the holder of the proxy to receive the transmission,~~
259-9	~~provided that the telegram, cablegram or other means of electronic transmission must either state~~
259-10	~~or be submitted or communicated with information from which it can be determined that the~~
259-11	~~telegram, cablegram or other electronic transmission, including Internet and telephonic~~
259-12	~~transmissions, was authorized by the shareholder. If it is determined that the telegrams,~~
259-13	~~cablegrams or other electronic transmissions, including Internet and telephonic transmissions, are~~
259-14	~~valid, the inspectors or, if there are no inspectors, the other persons making that determination,~~
259-15	~~shall specify the information upon which they relied.~~
259-16	~~(2) Any reliable reproduction of the writing or transmission created pursuant to this~~
259-17	~~section may be substituted or used in lieu of the original writing or transmission for any and all~~
259-18	~~purposes for which the original writing or transmission could be used, provided that the copy,~~
259-19	~~facsimile telecommunication or other reproduction is a complete reproduction of the entire~~
259-20	~~original writing or transmission.~~
259-21	~~(3) The death or incapacity of the shareholder appointing a proxy does not affect the~~
259-22	~~right of the corporation to accept the proxy's authority unless notice of the death or incapacity is~~
259-23	~~received by the secretary or other officer or agent authorized to tabulate votes before the proxy~~
259-24	~~exercises his or her authority under the appointment.~~
259-25	~~(d) The articles of incorporation may provide that at each election of directors, or at~~
259-26	~~elections held under specified circumstances, every shareholder entitled to vote at the election has~~
259-27	~~the right to vote, in person or by proxy, the number of shares owned by him or her for as many~~
259-28	~~persons as there are directors to be elected and for whose election he or she has a right to vote, or~~
259-29	~~to cumulate his or her votes by giving one candidate as many votes as the number of directors~~
259-30	~~multiplied by the number of his shares equals, or by distributing the votes on the same principle~~
259-31	~~among any number of the candidates.~~
259-32	~~(e) Shares standing in the name of another corporation, domestic or foreign, may be~~
259-33	~~voted by any officer, agent or proxy that the bylaws of the corporation may prescribe or, in the~~
259-34	~~absence of a provision, as the board of directors of the corporation may determine.~~
260-1	~~(f) Shares held by an administrator, executor, guardian, custodian under a gift to minors~~
260-2	~~act, conservator or trustee may be voted by him or her, either in person or by proxy, without a~~
260-3	~~transfer of the shares into his or her name.~~
260-4	~~(g) Shares held by two (2) or more persons as joint tenants or as tenants in common may~~
260-5	~~be voted at any meeting of the shareholders by any one of the persons, unless another joint tenant~~
260-6	~~or tenant in common seeks to vote any of the shares in person or by proxy. In the latter event, the~~
260-7	~~written agreement, if any, which governs the manner in which the shares are voted, controls if~~
260-8	~~presented at the meeting. If there is no agreement presented at the meeting, the majority in~~
260-9	~~number of the joint tenants or tenants in common present control the manner of voting. If there is~~
260-10	~~no majority, or if there are two (2) joint tenants or tenants in common, both of whom seek to vote~~
260-11	~~the shares, the shares, for the purpose of voting, must be divided equally among the joint tenants~~
260-12	~~or tenants in common present.~~
260-13	~~(h) Shares standing in the name of a receiver may be voted by the receiver, and shares~~
260-14	~~held by or under the control of a receiver may be voted by the receiver without the transfer of~~
260-15	~~those shares into his or her name if authority to do so is contained in an appropriate order of the~~
260-16	~~court by which the receiver was appointed.~~
260-17	~~(i) A shareholder whose shares are pledged is entitled to vote the shares until the shares~~
260-18	~~have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote~~
260-19	~~the shares so transferred.~~
260-20	~~(j) On and after the date on which written notice of redemption of redeemable shares has~~
260-21	~~been mailed to the holders of the shares and a sum sufficient to redeem the shares has been~~
260-22	~~deposited with a bank or trust company with irrevocable instruction and authority to pay the~~
260-23	~~redemption price to the holders of the shares upon surrender of certificates for the shares, the~~
260-24	~~shares are not entitled to vote on any matter and are not deemed to be outstanding shares.~~
260-25	~~(k) (1) An executed proxy is irrevocable if it specifies that it is irrevocable and if, and~~
260-26	~~only so long as, it is coupled with an interest sufficient in law to support an irrevocable power~~
260-27	~~coupled with it. A proxy may be made irrevocable regardless of whether the interest with which it~~
260-28	~~is coupled is an interest in the shares itself or an interest in the corporation generally.~~
260-29	~~(2) Without limiting the generality of subsection (k)(1) and subject to that subsection, a~~
260-30	~~proxy is coupled with an interest and is irrevocable if it is held by any of the following or a~~
260-31	~~nominee of any of the following:~~
260-32	~~(i) A pledgee under a valid pledge;~~
260-33	~~(ii) A person who has agreed to purchase the shares under an executory contract of sale;~~
260-34	~~(iii) A creditor or creditors of the corporation who extend or continue credit to the~~
261-1	~~corporation in consideration of the proxy if the proxy states that it was given in consideration of~~
261-2	~~the extension or continuation of credit, the amount of the credit, and the name of the person~~
261-3	~~extending or continuing credit; and~~
261-4	~~(iv) A person who has contracted to perform services for the corporation if a proxy is~~
261-5	~~required by the contract of employment, as part of the consideration for the contract of~~
261-6	~~employment, if the proxy states that it was given in consideration of the contract of employment,~~
261-7	~~the name of the employee, and the period of employment contracted for; provided the proxies are~~
261-8	~~respectively revocable after the pledge is redeemed, or the executory contract of sale is~~
261-9	~~performed, or the debt of the corporation is paid, or the period of employment has terminated.~~
261-10	~~(3) A provision contained in a proxy making it irrevocable is not enforceable against a~~
261-11	~~purchaser for value of the shares subject to the provision without actual knowledge of the~~
261-12	~~existence of the provision, unless notice of the proxy and its irrevocability appears plainly on the~~
261-13	~~certificate or certificates representing the shares; provided that if such shares are uncertificated, a~~
261-14	~~provision contained in a proxy making it irrevocable is enforceable against a purchaser for value~~
261-15	~~of the shares subject to the provision without actual knowledge of the existence of the provision~~
261-16	~~if, and only if, notice of the proxy and its irrevocability was provided in writing to such purchaser~~
261-17	~~prior to the consummation of the purchase of such shares.~~
261-18	~~7-1.2-709. Voting trusts and agreements among shareholders. --~~ ~~(a) Any number of~~
261-19	~~shareholders of a corporation may create a voting trust for the purpose of conferring upon a~~
261-20	~~trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed~~
261-21	~~ten (10) years, by entering into a written voting trust agreement specifying the terms and~~
261-22	~~conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at~~
261-23	~~its registered office, and by transferring their shares to the trustee or trustees for the purposes of~~
261-24	~~the agreement. The trustee or trustees shall keep a record of the holders of voting trust certificates~~
261-25	~~evidencing a beneficial interest in the voting trust, giving the names and addresses of all the~~
261-26	~~holders and the number and class of the shares in respect of which the voting trust certificates~~
261-27	~~held by each are issued, and shall deposit a copy of the record with the corporation at its~~
261-28	~~registered office. The counterpart of the voting trust agreement and the copy of the record~~
261-29	~~deposited with the corporation are subject to the same right of examination by a shareholder of~~
261-30	~~the corporation, in person or by agent or attorney, as are the books and records of the corporation,~~
261-31	~~and the counterpart and the copy of the record is subject to examination by any holder of record~~
261-32	~~of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any~~
261-33	~~proper purpose. The trust certificates must state that they are issued pursuant to the voting trust~~
261-34	~~agreement, and that fact must be stated in the stock ledger of the corporation.~~
262-1	~~(b) Agreements among shareholders regarding the voting of their shares are valid and~~
262-2	~~enforceable in accordance with their terms for a period not to exceed ten (10) years. An~~
262-3	~~agreement is not subject to the provision of this section regarding voting trusts unless it is stated~~
262-4	~~in the agreement that it is a voting trust.~~
262-5	~~(c) The provisions of this section are construed as permissive and should not be~~
262-6	~~interpreted to invalidate any voting or other agreement among shareholders, or any irrevocable~~
262-7	~~proxy which is otherwise not illegal.~~
262-8	~~(d) A voting trust or shareholders agreement may at any time or times be extended for an~~
262-9	~~additional period not in excess of ten (10) years, but the extension is binding only with respect to~~
262-10	~~those shares owned of record or beneficially by parties to the extension.~~
262-11	~~7-1.2-710. Voting and inspection rights of bondholders and debenture holders. --~~
262-12	~~The articles of incorporation may, to the extent and in the manner provided in the articles of~~
262-13	~~incorporation, confer on the holders of bonds or other evidences of indebtedness of the~~
262-14	~~corporation rights to vote in the election of directors and on any other matters on which~~
262-15	~~shareholders may vote and rights to inspect the books and records of the corporation.~~
262-16	~~7-1.2-711. Actions by shareholders. --~~ ~~(a) Subchapter Definitions. - In this subchapter:~~
262-17	~~(1) "Derivative proceeding" means a civil suit in the right of a domestic corporation or,~~
262-18	~~to the extent provided in subsection (h) of this section, in the right of a foreign corporation.~~
262-19	~~(2) "Shareholder" includes a beneficial owner whose shares are held in a voting trust or~~
262-20	~~held by a nominee on the beneficial owner's behalf.~~
262-21	~~(b) Standing. - A shareholder may not commence or maintain a derivative proceeding~~
262-22	~~unless the shareholder:~~
262-23	~~(i) Was a shareholder of the corporation at the time of the act or omission complained of~~
262-24	~~or became a shareholder through transfer by operation of law from one who was a shareholder at~~
262-25	~~that time; and~~
262-26	~~(ii) Fairly and adequately represents the interests of the corporation in enforcing the right~~
262-27	~~of the corporation.~~
262-28	~~(c) Demand. - No shareholder may commence a derivative proceeding until:~~
262-29	~~(1) A written demand had been made upon the corporation to take suitable action; and~~
262-30	~~(2) Ninety (90) days have expired from the date the demand was made unless the~~
262-31	~~shareholder has earlier been notified that the demand has been rejected by the corporation or~~
262-32	~~unless irreparable injury to the corporation would result by waiting for the expiration of the~~
262-33	~~ninety (90) day period.~~
262-34	~~(d) Stay of proceedings. - If the corporation commences an inquiry into the allegations~~
263-1	~~made in the demand or complaint, the court may stay any derivative proceeding for such period~~
263-2	~~as the court deems appropriate.~~
263-3	~~(e) Dismissal.~~
263-4	~~(1) On motion by the corporation, the court shall dismiss a derivative proceeding if one~~
263-5	~~of the groups specified in paragraphs (ii) or (vi) has determined in good faith after conducting a~~
263-6	~~reasonable inquiry upon which its conclusions are based that the maintenance of the derivate~~
263-7	~~proceedings is not in the best interests of the corporation.~~
263-8	~~(2) Unless a panel is appointed pursuant to paragraph (vi), the determination in~~
263-9	~~paragraph (i) must be made by:~~
263-10	~~(i) A majority vote of independent directors present at a meeting of the board of directors~~
263-11	~~if the independent directors constitute a quorum; or~~
263-12	~~(ii) A majority vote of a committee consisting of two (2) or more independent directors~~
263-13	~~appointed by majority vote of independent directors present at a meeting of the board of directors,~~
263-14	~~whether or not such independent directors constituted a quorum.~~
263-15	~~(3) None of the following by itself causes a director to be considered not independent for~~
263-16	~~purposes of this section:~~
263-17	~~(i) The nomination or election of the directors or persons who are defendants in the~~
263-18	~~derivative proceedings or against whom action is demanded;~~
263-19	~~(ii) The naming of the director as a defendant in the derivative proceeding or as a person~~
263-20	~~against whom action is demanded; or~~
263-21	~~(iii) The approval by the director of the act being challenged in the derivative proceeding~~
263-22	~~or demand if the act resulted in no personal benefit to the director.~~
263-23	~~(4) If a derivative proceeding is commenced after a determination has been made~~
263-24	~~rejecting a demand by a shareholder, the complaint must allege with particularity facts~~
263-25	~~establishing either (A) that a majority of the board of directors did not consist of independent~~
263-26	~~directors at the time the determination was made, or (B) that the requirements of subsection (a) of~~
263-27	~~this section have not been met.~~
263-28	~~(5) If a majority of the board of directors does not consist of independent directors at the~~
263-29	~~time the determination is made, the corporation has the burden of proving that the requirements of~~
263-30	~~paragraph (i) have been met. If a majority of the board of directors consists of independent~~
263-31	~~directors at the time the determination is made, the plaintiff has the burden of proving that the~~
263-32	~~requirements of paragraph (i) have not been met.~~
263-33	~~(6) The court may appoint a panel of one or more independent persons upon motion by~~
263-34	~~the corporation to make a determination whether the maintenance of the derivative proceeding is~~
264-1	~~in the best interests of the corporation. In such case, the plaintiff has the burden of proving that~~
264-2	~~the requirements of paragraph (i) have not been met.~~
264-3	~~(f) Discontinuance or settlement. - A derivative proceeding may not be discontinued or~~
264-4	~~settled without the court's approval. If the court determines that a proposed discontinuance or~~
264-5	~~settlement will substantially affect the interests of the corporation's shareholders or a class of~~
264-6	~~shareholders, the court shall direct that notice be given to the shareholders affected.~~
264-7	~~(g) Payment of expenses. - On termination of the derivative proceeding the court may:~~
264-8	~~(1) Order the corporation to pay the plaintiff's reasonable expenses (including counsel~~
264-9	~~fees) incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit~~
264-10	~~to the corporation;~~
264-11	~~(2) Order the plaintiff to pay any defendant's reasonable expenses (including counsel~~
264-12	~~fees) incurred in defending the proceeding if it finds that the proceeding was commenced or~~
264-13	~~maintained without reasonable cause or for an improper purpose; or~~
264-14	~~(3) Order a party to pay an opposing party's reasonable expenses (including counsel fees)~~
264-15	~~incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading,~~
264-16	~~motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by~~
264-17	~~existing law or a good faith argument for the extension, modification or reversal of existing law~~
264-18	~~and was interposed for an improper purpose, such as to harass or cause unnecessary delay or~~
264-19	~~needless increase in the cost of litigation.~~
264-20	~~(h) Applicability to foreign corporations. - In any derivative proceeding in the right of a~~
264-21	~~foreign corporation, the matters covered by this subchapter are governed by the laws of the~~
264-22	~~jurisdiction of incorporation of the foreign corporation except for subsections (d), (f), and (g) of~~
264-23	~~this section.~~
264-24	~~7-1.2-801. Board of directors. --~~ ~~(a) Except as may be otherwise provided in this chapter~~
264-25	~~or in the articles of incorporation, the business and affairs of a corporation are managed by a~~
264-26	~~board of directors. Directors need not be residents of this state or shareholders of the corporation~~
264-27	~~unless the articles of incorporation or bylaws require it. The articles of incorporation or bylaws~~
264-28	~~may prescribe other qualifications for directors. The board of directors has authority to fix the~~
264-29	~~compensation of directors unless otherwise provided in the articles of incorporation.~~
264-30	~~(b) A director shall discharge his duties as a director, including his duties as a member of~~
264-31	~~a committee:~~
264-32	~~(1) In good faith;~~
264-33	~~(2) With the care that a person in a like position would reasonably believe appropriate~~
264-34	~~under similar circumstances; and~~
265-1	~~(3) In a manner he or she reasonably believes to be in the best interests of the~~
265-2	~~corporation.~~
265-3	~~(c) In discharging his or her duties, a director is entitled to rely on information, opinions,~~
265-4	~~reports, or statements, including financial statements and other financial data, if prepared or~~
265-5	~~presented by:~~
265-6	~~(1) One or more officers or employees of the corporation whom the director reasonably~~
265-7	~~believes to be reliable and competent in the matters presented;~~
265-8	~~(2) Legal counsel, public accountants, or other persons as to matters the director~~
265-9	~~reasonably believes are within the person's professional or expert competence; or~~
265-10	~~(3) A committee of the board of directors of which he or she is not a member if the~~
265-11	~~director reasonably believes the committee merits confidence.~~
265-12	~~(d) A director is not acting in good faith if he or she has knowledge concerning the~~
265-13	~~matter in question that makes reliance otherwise permitted by subsection (c) unwarranted.~~
265-14	~~(e) A director is not liable for any action taken as a director, or any failure to take any~~
265-15	~~action, if he or she performed the duties of his or her office in compliance with this section.~~
265-16	~~(f) For the purposes of subsections (b) through (e), "corporation" also includes any~~
265-17	~~financial institution, insurance company, public utility or other quasi-public corporation having~~
265-18	~~purposes enumerated as exceptions to this chapter in section 7-1.2-301 and the provisions of~~
265-19	~~subsections (b) through (e) of this section are applicable to the directors of that corporation.~~
265-20	~~7-1.2-1801. Unauthorized assumption of corporate powers. --~~ ~~All individuals who~~
265-21	~~assume to act as a corporation without authority so to do are jointly and severally liable for all~~
265-22	~~debts and liabilities incurred or arising as a result of that action.~~
265-23	~~7-1.2-802. Number and election of directors. --~~ ~~The board of directors of a corporation~~
265-24	~~consists of one or more members. The number of directors is fixed by, or in the manner provided~~
265-25	~~in, the articles of incorporation or the bylaws. The number of directors may be increased or~~
265-26	~~decreased from time to time by amendment to, or in the manner provided in, the articles of~~
265-27	~~incorporation or the bylaws, but no decrease has the effect of shortening the term of any~~
265-28	~~incumbent director. If the articles of incorporation provide for the election of directors in the~~
265-29	~~manner specified in subsection (d) of section 7-1.2-708, the number of directors may not be~~
265-30	~~decreased unless approved by the shareholders with less than the number of shares previously~~
265-31	~~entitled to elect one director voting against the decrease. Initial directors hold office until the first~~
265-32	~~annual meeting of shareholders, and until their successors have been elected and qualified. At the~~
265-33	~~first annual meeting of shareholders and at each subsequent annual meeting, the shareholders~~
265-34	~~shall elect directors to hold office until the next succeeding annual meeting, except in the case of~~
266-1	~~the classification of directors as permitted by this chapter. Each director holds office for the term~~
266-2	~~for which he or she is elected and until his or her successor has been elected and qualified. Any~~
266-3	~~director may resign at any time upon notice given in writing to the corporation.~~
266-4	~~7-1.2-1802. Application to existing corporations organized under general acts. --~~ ~~The~~
266-5	~~provisions of this chapter apply to all existing corporations organized under any general act of~~
266-6	~~this state providing for the organization of corporations for a purpose or purposes for which a~~
266-7	~~corporation might be organized under this chapter, where the power has been reserved to amend,~~
266-8	~~repeal, or modify the act under which the corporation was organized and where the act is repealed~~
266-9	~~by this chapter.~~
266-10	~~7-1.2-803. Classification of directors. --~~ ~~When the board of directors consists of nine (9)~~
266-11	~~or more members, in lieu of electing the whole number of directors annually, the articles of~~
266-12	~~incorporation may provide that the directors be divided into either two (2) or three (3) classes,~~
266-13	~~each class to be as nearly equal in number as possible, the term of office of directors of the first~~
266-14	~~class to expire at the first annual meeting of shareholders after their election, that of the second~~
266-15	~~class to expire at the second annual meeting after their election, and that of the third class, if any,~~
266-16	~~to expire at the third annual meeting after their election. At each annual meeting after the~~
266-17	~~classification, the number of directors equal to the number of the class whose term expires at the~~
266-18	~~time of the meeting will be elected to hold office until the second succeeding annual meeting, if~~
266-19	~~there are two (2) classes, or until the third succeeding annual meeting, if there are three (3)~~
266-20	~~classes. No classification of directors is effective prior to the first annual meeting of shareholders.~~
266-21	~~The articles of incorporation may confer upon holders of any class or series of shares the right to~~
266-22	~~elect one or more directors who serve for any term and have any voting powers stated in the~~
266-23	~~articles of incorporation. The terms of office and voting powers of the directors elected in the~~
266-24	~~manner provided in the articles of incorporation may be greater than or less than those of any~~
266-25	~~other director or class of directors.~~
266-26	~~7-1.2-1803. Application to foreign and interstate commerce. --~~ ~~The provisions of this~~
266-27	~~chapter apply to commerce with foreign nations and among the several states only insofar as the~~
266-28	~~provisions are permitted under the constitution of the United States.~~
266-29	~~7-1.2-804. Vacancies. --~~ ~~Any vacancy occurring in the board of directors may be filled~~
266-30	~~by the affirmative vote of a majority of the remaining directors though less than a quorum of the~~
266-31	~~board of directors. A director elected to fill a vacancy is elected for the unexpired term of his or~~
266-32	~~her predecessor in office. Any directorship to be filled by reason of an increase in the number of~~
266-33	~~directors may be filled by the board of directors for a term of office continuing only until the next~~
266-34	~~election of directors by the shareholders. If at any time, by reason of death, resignation or other~~
267-1	~~cause, a corporation should have no directors in office, then any officer or any shareholder or an~~
267-2	~~executor, administrator, trustee or guardian of a shareholder, or other fiduciary entrusted with like~~
267-3	~~responsibility for the person or estate of a shareholder, may call a special meeting of shareholders~~
267-4	~~in accordance with the provisions of the articles of incorporation or the bylaws, or may apply to~~
267-5	~~the superior court for a decree summarily ordering a meeting for the purposes of conducting an~~
267-6	~~election.~~
267-7	~~7-1.2-1804. Applicability to corporations created by special acts. --~~ ~~The provisions of~~
267-8	~~this chapter apply to all existing corporations previously or subsequently created by any special~~
267-9	~~act of the general assembly of a kind that could be organized under this chapter, except insofar as~~
267-10	~~the provisions are inconsistent with the provisions of any applicable special act passed after May~~
267-11	~~5, 1920 or with the provisions of any applicable special act passed that are not subject to~~
267-12	~~amendment or repeal at the will of the general assembly. A corporation created by special act of~~
267-13	~~the kind that could be organized under this chapter, but whose charter is not subject to~~
267-14	~~amendment, repeal, or modification by the general assembly, may at a called meeting for the~~
267-15	~~purpose, by a unanimous vote of its shareholders or members, adopt the provisions of this chapter~~
267-16	~~upon the filing in the office of the secretary of state of a certified copy of the vote, attested by its~~
267-17	~~president or vice president and its secretary or assistant secretary under its corporate seal, and the~~
267-18	~~payment to the secretary of state of the fee prescribed by section 7-1.2-1602. The corporation is~~
267-19	~~subsequently governed in all respects by the provisions of this chapter and its charter shall~~
267-20	~~subsequently be subject to amendment or repeal at the will of the general assembly.~~
267-21	~~7-1.2-805. Removal of directors. --~~ ~~(a) Any or all of the directors may be removed for~~
267-22	~~cause by vote of the shareholders. The articles of incorporation or the specific provisions of a~~
267-23	~~bylaw adopted by the shareholders may provide for the removal by action of the board, except in~~
267-24	~~the case of any director elected by cumulative voting, or by the holders of the shares of any class~~
267-25	~~or series, or holders of bonds, voting as a class, when entitled by the provisions of the articles of~~
267-26	~~incorporation.~~
267-27	~~(b) Unless the articles of incorporation provide that directors may be removed only for~~
267-28	~~cause, any or all of the directors may be removed without cause by vote of the shareholders.~~
267-29	~~(c) The removal of directors, with or without cause, as provided in subsections (a) and~~
267-30	~~(b) of this section is subject to the following:~~
267-31	~~(1) In the case of a corporation having cumulative voting, no director may be removed~~
267-32	~~when the votes cast against his or her removal would be sufficient to elect him or her if voted~~
267-33	~~cumulatively at an election at which the same total number of votes were cast and the entire~~
267-34	~~board, or the entire class of directors of which he or she is a member, were then being elected;~~
268-1	~~and~~
268-2	~~(2) When by the provisions of the articles of incorporation the holders of the shares of~~
268-3	~~any class or series, or holders of bonds, voting as a class, are entitled to elect one or more~~
268-4	~~directors, any director so elected may be removed only by the applicable vote of the holders of~~
268-5	~~the shares of that class or series or the holders of the bonds, voting as a class.~~
268-6	~~(d) An action to procure a judgment removing a director for cause may be brought by the~~
268-7	~~attorney general or by the holders of ten percent (10%) of the outstanding shares, whether or not~~
268-8	~~entitled to vote. The court having jurisdiction may bar from reelection any directors so removed~~
268-9	~~for a period fixed by the court.~~
268-10	~~7-1.2-806. Quorum of directors. --~~ ~~A majority of the number of directors fixed by or in~~
268-11	~~the manner provided in the articles of incorporation or the bylaws, or by the shareholders or in the~~
268-12	~~absence of a bylaw or shareholder action fixing the number of directors, then of the number stated~~
268-13	~~in the articles of incorporation, constitutes a quorum for the transaction of business unless a~~
268-14	~~greater number is required by the articles of incorporation or the bylaws. The act of the majority~~
268-15	~~of the directors present at a meeting at which a quorum is present is the act of the board of~~
268-16	~~directors, unless the act of a greater number is required by the articles of incorporation or the~~
268-17	~~bylaws.~~
268-18	~~7-1.2-807. Director and officer conflicts of interest. --~~ ~~(a) No contract or transaction~~
268-19	~~between a corporation and one or more of its directors or officers, or between a corporation and~~
268-20	~~any other corporation, partnership, association, or other organization in which one or more of its~~
268-21	~~directors or officers are directors or officers or have a financial interest, is void or voidable nor~~
268-22	~~are the directors or officers liable with respect to the contract or transaction solely for this reason,~~
268-23	~~or solely because the director or officer is present at, or participates in, the meeting of the board~~
268-24	~~or committee of the board which authorizes the contract or transaction, or solely because his or~~
268-25	~~her or their votes are counted for that purpose, if:~~
268-26	~~(1) The material facts as to his or her or their interest or relationship are disclosed or are~~
268-27	~~known to the board of directors or the committee, and the board of directors or committee~~
268-28	~~authorizes, approves, or ratifies the contract or transaction by the affirmative votes of a majority~~
268-29	~~of the disinterested directors, even though the disinterested directors are less than a quorum; or~~
268-30	~~(2) The material facts as to his or her or their interest or relationship are disclosed or are~~
268-31	~~known to the shareholders entitled to vote on the contract or transaction, and the contract or~~
268-32	~~transaction is specifically authorized, approved, or ratified by vote of the shareholders; or~~
268-33	~~(3) The contract or transaction is fair and reasonable as to the corporation.~~
268-34	~~(b) Common or interested directors may be counted in determining the presence of a~~
269-1	~~quorum at a meeting of the board of directors or of a committee which authorizes the contract or~~
269-2	~~transaction.~~
269-3	~~7-1.2-808. Executive and other committees. --~~ ~~Unless otherwise restricted or limited by~~
269-4	~~the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a~~
269-5	~~majority of the full board of directors, may designate from among its members an executive~~
269-6	~~committee and one or more other committees each of which, to the extent provided in the~~
269-7	~~resolution or in the articles of incorporation or the bylaws of the corporation, have and may~~
269-8	~~exercise all the authority of the board of directors, but no committee has the authority of the board~~
269-9	~~of directors in reference to amending the articles of incorporation, adopting a plan of merger,~~
269-10	~~recommending to the shareholders the sale, lease, exchange, or other disposition of all or~~
269-11	~~substantially all the property and assets of the corporation other than in the usual and regular~~
269-12	~~course of its business, recommending to the shareholders a voluntary dissolution or revocation of~~
269-13	~~the corporation, or amending the bylaws of the corporation. The designation of any committee~~
269-14	~~and the delegation to the committee of authority does not operate to relieve the board of directors,~~
269-15	~~or any member of the board, of any responsibility imposed by law.~~
269-16	~~7-1.2-809. Place, notice, and form of notice of directors' and committee meetings. --~~
269-17	~~(a) Meetings of the board of directors, or any committee designated by the board, regular or~~
269-18	~~special, may be held either within or without this state.~~
269-19	~~(b) Regular meetings of the board of directors or any committee designated by the board~~
269-20	~~may be held with or without notice as prescribed in the bylaws. Unless the articles of~~
269-21	~~incorporation or the bylaws provide for an alternative period, special meetings of the board of~~
269-22	~~directors or any committee designated by the board must be preceded by at least two (2) days'~~
269-23	~~notice of the date, time, and place of the meeting. Attendance of a director at a meeting~~
269-24	~~constitutes a waiver of notice of the meeting, except where a director attends a meeting for the~~
269-25	~~express purpose of objecting to the transaction of any business because the meeting is not~~
269-26	~~lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any~~
269-27	~~regular or special meeting of the board of directors or any committee designated by the board of~~
269-28	~~directors need be specified in the notice or waiver of notice of the meeting unless required by the~~
269-29	~~bylaws. Except as may be otherwise restricted by the articles of incorporation or bylaws,~~
269-30	~~members of the board of directors, or any committee designated by the board of directors, may~~
269-31	~~participate in a meeting of the board or committee by means of a conference telephone or similar~~
269-32	~~communications equipment, by means of which all persons participating in the meeting can hear~~
269-33	~~each other at the same time and participation by those means constitutes presence in person at a~~
269-34	~~meeting.~~
270-1	~~7-1.2-810. Action by directors without a meeting. --~~ ~~Unless otherwise provided by the~~
270-2	~~articles of incorporation or bylaws, any action required by this chapter to be taken at a meeting of~~
270-3	~~the directors of a corporation, or any action which may be taken at a meeting of the directors or of~~
270-4	~~a committee, may be taken without a meeting if all of the directors, or all of the members of the~~
270-5	~~committee, as the case may be, consent thereto in writing or by electronic transmission, before or~~
270-6	~~after the action, and the writing or writings or electronic transmission or transmissions are filed~~
270-7	~~with the minutes of proceedings of the board or committee. The consent has the same effect as a~~
270-8	~~unanimous vote for all purposes, and that may be stated in any certificate or other document filed~~
270-9	~~with the secretary of state.~~
270-10	~~7-1.2-811. Liability of directors in certain cases. --~~ ~~(a) In addition to any other~~
270-11	~~liabilities imposed by law upon directors of a corporation:~~
270-12	~~(1) Directors of a corporation who vote for or assent to the declaration of any dividend or~~
270-13	~~other distribution of the assets of a corporation to its shareholders contrary to the provisions of~~
270-14	~~this chapter or contrary to any restrictions contained in the articles of incorporation, are jointly~~
270-15	~~and severally liable to the corporation for the amount of the dividend which is paid or the value of~~
270-16	~~the assets which are distributed in excess of the amount of the dividend or distribution which~~
270-17	~~could have been paid or distributed without a violation of the provisions of this chapter or the~~
270-18	~~restrictions in the articles of incorporation.~~
270-19	~~(2) Directors of a corporation who vote for or assent to the purchase of its own shares~~
270-20	~~contrary to the provisions of this chapter are jointly and severally liable to the corporation for the~~
270-21	~~amount of consideration paid for the shares which is in excess of the maximum amount which~~
270-22	~~could have been paid for the shares without a violation of the provisions of this chapter.~~
270-23	~~(3) Directors of a corporation who vote for or assent to any distribution of assets of a~~
270-24	~~corporation to its shareholders during the liquidation of the corporation without the payment and~~
270-25	~~discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the~~
270-26	~~corporation are jointly and severally liable to the corporation for the value of the assets which are~~
270-27	~~distributed, to the extent that the debts, obligations, and liabilities of the corporation are not~~
270-28	~~subsequently paid and discharged.~~
270-29	~~(b) A director who is present at a meeting of its board of directors at which action on any~~
270-30	~~corporate matter is taken is presumed to have assented to the action taken unless his or her dissent~~
270-31	~~is entered in the minutes of the meeting or unless he or she files his or her written dissent to the~~
270-32	~~action with the person acting as the secretary of the meeting before the meeting's adjournment or~~
270-33	~~forwards the dissent by registered mail to the secretary of the corporation immediately after the~~
270-34	~~adjournment of the meeting. The right to dissent does not apply to a director who voted in favor~~
271-1	~~of the action.~~
271-2	~~(c) A director is not liable under this section if under the circumstances he or she acted~~
271-3	~~with due care and in good faith, and without limiting the generality of what has just been stated, is~~
271-4	~~not liable if he or she relied in good faith upon financial statements of the corporation represented~~
271-5	~~to him or her to be correct and to be based upon generally accepted accounting principles by the~~
271-6	~~president or the officer of the corporation having charge of its books of account, or stated in a~~
271-7	~~written report by an independent public or certified public accountant or firm of accountants~~
271-8	~~fairly to reflect the financial condition of the corporation.~~
271-9	~~(d) Any director against whom a claim is asserted under or pursuant to this section for~~
271-10	~~the payment of a dividend or other distribution of assets of a corporation and who is held liable on~~
271-11	~~the claim, is entitled to contribution from the shareholders who accepted or received any dividend~~
271-12	~~or assets, knowing the dividend or distribution to have been made in violation of this chapter, in~~
271-13	~~proportion to the amounts received by them respectively.~~
271-14	~~7-1.2-812. Officers. --~~ ~~(a) The officers of a corporation consist of a president, a secretary,~~
271-15	~~and a treasurer, and such other officers as are authorized by the bylaws or the board of directors~~
271-16	~~each of whom is elected by the board of directors or by the shareholders at a time and in a manner~~
271-17	~~as prescribed by the bylaws. Any other officers and assistant officers and agents as that are~~
271-18	~~necessary may be elected or appointed by the board of directors or by the shareholders or chosen~~
271-19	~~in another manner prescribed by the bylaws. Any two (2) or more offices may be held by the~~
271-20	~~same person. A failure to elect officers does not dissolve or otherwise affect the corporation.~~
271-21	~~(b) All officers of the corporation, as between themselves and the corporation, have the~~
271-22	~~authority and perform any duties in the management of the corporation that may be provided in~~
271-23	~~the bylaws, or that may be determined by resolution of the board of directors, subject to any~~
271-24	~~limitations on the authority contained in the bylaws.~~
271-25	~~7-1.2-813. Resignation and removal of officers. --~~ ~~An officer may resign at any time by~~
271-26	~~delivering notice to the corporation. Any officer may be removed at any time with or without~~
271-27	~~cause by the board of directors or by any other manner permitted by the articles of incorporation~~
271-28	~~or the bylaws. Election, appointment or removal of an officer or agent does not of itself create~~
271-29	~~contract rights.~~
271-30	~~7-1.2-814. Indemnification. --~~ ~~(a) Definitions. - As used in this section:~~
271-31	~~(1) "Director" or "officer" means any individual who is or was a director or officer of the~~
271-32	~~corporation and any individual who, while a director or officer of the corporation, is or was~~
271-33	~~serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent~~
271-34	~~of another foreign or domestic corporation, limited liability company, partnership, joint venture,~~
272-1	~~trust, other enterprise, employee benefit plan, or other entity. A director or officer is considered to~~
272-2	~~be serving an employee benefit plan at the corporation's request if his or her duties to the~~
272-3	~~corporation also impose duties on, or otherwise involve services by, him or her to the plan or~~
272-4	~~participants on or beneficiaries of the plan. "Director" or "officer" includes, unless the context~~
272-5	~~requires otherwise, the estate or personal representative of the director or officer.~~
272-6	~~(2) "Corporation" includes:~~
272-7	~~(i) Any domestic or foreign corporation, profit or nonprofit;~~
272-8	~~(ii) Any domestic or foreign predecessor entity of the corporation in a merger or other~~
272-9	~~transaction in which the predecessor's existence ceased upon consummation of the transaction;~~
272-10	~~and~~
272-11	~~(iii) Any of the classes of quasi public corporations with purposes enumerated as~~
272-12	~~exceptions in section 7-1.2-301 to the extent that the corporations are not subject to other~~
272-13	~~provisions of the general laws or special acts authorizing indemnification of their directors and~~
272-14	~~officers.~~
272-15	~~(3) "Expenses" include attorneys' fees.~~
272-16	~~(4) "Liability" means the obligation to pay a judgment, penalties, fines (including an~~
272-17	~~excise tax assessed with respect to an employee benefit plan), settlements, or reasonable expenses~~
272-18	~~actually incurred by the person in connection with the proceeding.~~
272-19	~~(5) "Official capacity" means:~~
272-20	~~(i) When used with respect to a director, the office of director in the corporation; and~~
272-21	~~(ii) When used with respect to an officer, as contemplated in subsection (i), the office in~~
272-22	~~a corporation held by the officer. "Official capacity" does not include service for an individual~~
272-23	~~other than a director, as contemplated in subdivision (a)(1), the elective or appointive office in the~~
272-24	~~corporation held by the officer or the employment or agency relationship undertaken by the~~
272-25	~~employee or agent on behalf of the corporation, but in each case does not include service for any~~
272-26	~~other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or~~
272-27	~~employee benefit plan.~~
272-28	~~(6) "Party" includes an individual who was, is, or is threatened to be made, a named~~
272-29	~~defendant or respondent in a proceeding.~~
272-30	~~(7) "Proceeding" means any threatened, pending or completed action, suit, or~~
272-31	~~proceeding, whether civil, criminal, administrative, or investigative.~~
272-32	~~(b) Permissible indemnification.~~
272-33	~~(1) Except as otherwise provided in this section, a corporation has power to indemnify~~
272-34	~~any individual made a party to any proceeding by reason of the fact that he or she is or was a~~
273-1	~~director if:~~
273-2	~~(i) He or she conducted himself or herself in good faith; and~~
273-3	~~(ii) He or she reasonably believed:~~
273-4	~~(A) In the case of conduct in his or her official capacity with the corporation, that his or~~
273-5	~~her conduct was in its best interests; and~~
273-6	~~(B) All other cases, that his or her conduct was at least not opposed to the corporations~~
273-7	~~best interests; and~~
273-8	~~(iii) In the case of any criminal proceeding, he or she had no reasonable cause to believe~~
273-9	~~his or her conduct was unlawful; or~~
273-10	~~(iv) He or she engaged in conduct for which broader indemnification has been made~~
273-11	~~permissible or obligatory under a provision of the articles of incorporation.~~
273-12	~~(2) A director's conduct with respect to an employee benefit plan for a purpose he or she~~
273-13	~~reasonably believed to be in the interests of the participants and beneficiaries of the plan is~~
273-14	~~deemed to be for a purpose which is not opposed to the best interests of the corporation in~~
273-15	~~accordance with (b)(1)(ii)(B).~~
273-16	~~(3) The termination of any proceeding by judgment, order, settlement, conviction, or~~
273-17	~~upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the individual~~
273-18	~~did not meet the requisite standard of conduct set forth in this subsection.~~
273-19	~~(4) Unless ordered by a court under subsection (d) of this section, a corporation may not~~
273-20	~~indemnify a director:~~
273-21	~~(i) In connection with a proceeding by or in the right of the corporation, except for~~
273-22	~~reasonable expenses incurred in connection with the proceeding (if it is determined that the~~
273-23	~~director has met the relevant standard of conduct under (b)(1)(i) and (ii)), or~~
273-24	~~(ii) In connection with any proceeding for which the director was adjudged liable to the~~
273-25	~~corporation on the basis that he or she received an improper personal benefit, whether or not~~
273-26	~~involving action in his or her official capacity.~~
273-27	~~(c) Mandatory Indemnification. - Unless limited by the articles of incorporation, a~~
273-28	~~director who has been wholly successful, on the merits or otherwise, in the defense of any~~
273-29	~~proceeding referred to in subsection (b) of this section is indemnified against reasonable expenses~~
273-30	~~incurred by him or her in connection with the proceeding.~~
273-31	~~(d) Court-ordered indemnification.~~
273-32	~~(1) A court of appropriate jurisdiction, upon application of a director and any notice that~~
273-33	~~the court requires, has authority to order indemnification in the following circumstances:~~
273-34	~~(i) If the court determines a director is entitled to reimbursement under subsection (d) of~~
274-1	~~this section, the court shall order indemnification, in which case the director is also entitled to~~
274-2	~~recover the expenses of securing the reimbursement; or~~
274-3	~~(ii) If the court determines that the director is fairly and reasonably entitled to~~
274-4	~~indemnification in view of all the relevant circumstances, whether or not he or she has met the~~
274-5	~~standard of conduct set forth in subdivision (b)(1) or (b)(2) or has been adjudged liable in the~~
274-6	~~circumstances described in paragraph (b)(4)(ii), the court may order such indemnification as the~~
274-7	~~court shall deem proper, except that indemnification with respect to any proceeding by or in the~~
274-8	~~right of the corporation or in which liability has been adjudged in the circumstances described in~~
274-9	~~paragraph (b)(4)(i) are limited to expenses.~~
274-10	~~(2) A court of appropriate jurisdiction may be the same court in which the proceeding~~
274-11	~~involving the director's liability took place.~~
274-12	~~(e) Advance for expenses. - Reasonable expenses incurred by a director who is a party to~~
274-13	~~a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of~~
274-14	~~the proceeding upon receipt by the corporation of:~~
274-15	~~(1) A written affirmation by the director of his or her good faith belief that he or she has~~
274-16	~~met the standard of conduct necessary for indemnification by the corporation as authorized in this~~
274-17	~~section; and~~
274-18	~~(2) A written undertaking by or on behalf of the director to repay the amount if the court~~
274-19	~~determines that he or she has not met that standard of conduct, and after a determination that the~~
274-20	~~facts then known to those making the determination would not preclude indemnification under~~
274-21	~~this section. The undertaking required by this subdivision must be an unlimited general obligation~~
274-22	~~of the director but need not be secured and may be accepted without reference to financial ability~~
274-23	~~to make repayment. Determinations and authorizations of payments under this subsection are~~
274-24	~~made in the manner specified in subsection (f).~~
274-25	~~(f) Determination and authorization of indemnification.~~
274-26	~~(1) No indemnification under subsection (b) may be made by the corporation unless~~
274-27	~~authorized in the specific case after a determination has been made that indemnification of the~~
274-28	~~director is permissible in the circumstances because he or she has met the standard of conduct set~~
274-29	~~forth in subsection (b). The determination must be made:~~
274-30	~~(i) By the board of directors by a majority vote of a quorum consisting of directors not at~~
274-31	~~the time parties to the proceeding; or~~
274-32	~~(ii) If such a quorum cannot be obtained, then by a majority vote of a committee of the~~
274-33	~~board, duly designated to act in the matter by a majority vote of the full board (in which~~
274-34	~~designation directors who are parties may participate), consisting solely of two (2) or more~~
275-1	~~directors not at the time parties to the proceeding; or~~
275-2	~~(iii) By special legal counsel, selected by the board of directors or a committee of the~~
275-3	~~board by vote as set forth in paragraph (f)(1)(i) or (f)(1)(ii), or, if the requisite quorum of the full~~
275-4	~~board cannot be obtained for the vote and the committee cannot be established, by a majority vote~~
275-5	~~of the full board (in which selection directors who are parties may participate); or~~
275-6	~~(iv) By the shareholders.~~
275-7	~~(2) Authorization of indemnification and determination as to reasonableness of expenses~~
275-8	~~are made in the same manner as the determination that indemnification is permissible, except that~~
275-9	~~if the determination that indemnification is permissible is made by special legal counsel,~~
275-10	~~authorization of indemnification and determination as to reasonableness of expenses must be~~
275-11	~~made in a manner specified in paragraph (f)(1)(iii) for the selection of the counsel. Shares held by~~
275-12	~~directors who are parties to the proceeding may not be voted on the subject matter under this~~
275-13	~~subsection.~~
275-14	~~(g) Variation by Corporate Action. - The indemnification provided by this section is not~~
275-15	~~deemed exclusive of any other rights to which those seeking indemnification are entitled under~~
275-16	~~any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to~~
275-17	~~action in his official capacity and as to action in another capacity while holding office, and~~
275-18	~~continues as to an individual who has ceased to be a director, officer, partner, trustee, employee,~~
275-19	~~or agent and inures to the benefit of the heirs, executors, and administrators of an individual.~~
275-20	~~Nothing contained in this section limits the corporation's power to pay or reimburse expenses~~
275-21	~~incurred by a director in connection with his or her appearance as a witness in a proceeding at a~~
275-22	~~time when he or she has not been made a named defendant or respondent in the proceeding.~~
275-23	~~(h) Officers. - Unless limited by the articles of incorporation:~~
275-24	~~(1) An officer of the corporation is indemnified under this section as and to the same~~
275-25	~~extent provided for a director, and is entitled to the same extent as a director to seek~~
275-26	~~indemnification pursuant to the provisions of this section;~~
275-27	~~(2) A corporation has the power to indemnify and to advance expenses to an officer,~~
275-28	~~employee, or agent of the corporation to the same extent that it may indemnify and advance~~
275-29	~~expenses to directors pursuant to this section; and~~
275-30	~~(3) A corporation, in addition, has the power to indemnify and to advance expenses to an~~
275-31	~~officer, employee, or agent who is not a director to a further extent, consistent with law, that is~~
275-32	~~provided by its articles of incorporation, bylaws, general or specific action of its board of~~
275-33	~~directors, or contract.~~
275-34	~~(i) Insurance. - A corporation has the power to purchase and maintain insurance on~~
276-1	~~behalf of any individual who is or was a director, officer, employee, or agent of the corporation,~~
276-2	~~or who, while a director, officer, employee, or agent of the corporation, is or was serving at the~~
276-3	~~request of the corporation as a director, officer, partner, trustee, employee, or agent of another~~
276-4	~~foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee~~
276-5	~~benefit plan, against any liability asserted against him or her and incurred by him or her in any~~
276-6	~~corporate capacity or arising out of his or her status as a director, officer, employee, or agent of~~
276-7	~~the corporation, whether or not the corporation would have the power to indemnify him or her~~
276-8	~~against the liability under the provisions of this section.~~
276-9	~~(j) Shareholder approval. - Any indemnification of, or advance of expenses to, a director~~
276-10	~~in accordance with this section, if arising out of a proceeding by or in the right of the corporation,~~
276-11	~~must be reported, in writing, to the shareholders with or before the notice of the next~~
276-12	~~shareholders' meeting.~~
276-13	~~7-1.2-901. Right to amend articles of incorporation. --~~ ~~A corporation may amend its~~
276-14	~~articles of incorporation, from time to time, in any and all respects as is desired, to the extent that~~
276-15	~~its articles of incorporation, as amended, contain only provisions that might be lawfully contained~~
276-16	~~in original articles of incorporation filed as of the time of the filing of the amendment, and, if a~~
276-17	~~change in shares or the rights of shareholders, or an exchange, reclassification, subdivision,~~
276-18	~~combination or cancellation of shares or rights of shareholders is to be made, the provisions that~~
276-19	~~may be necessary to effect the change, exchange, reclassification, subdivision, combination or~~
276-20	~~cancellation.~~
276-21	~~7-1.2-902. Right to amend legislative charters. --~~ ~~Any corporation created by special~~
276-22	~~act of the general assembly, which is organized under this chapter, whose charter is subject to~~
276-23	~~amendment or repeal at the will of the general assembly, may make amendment to its charter that~~
276-24	~~corporations organized under this chapter may make to their articles of incorporation under~~
276-25	~~section 7-1.2-901. The proposed amendment is effected and evidenced in the same manner, by~~
276-26	~~the same vote and upon the same terms and conditions as are prescribed in sections 7-1.2-903 and~~
276-27	~~7-1.2-904.~~
276-28	~~7-1.2-903. Procedure to amend articles of incorporation. --~~ ~~(a) Amendments to a~~
276-29	~~corporations articles of incorporation are made in the following manner:~~
276-30	~~(1) The board of directors adopts a resolution setting forth the proposed amendment and~~
276-31	~~directing that it be submitted to a vote at a meeting of shareholders, which may be either the~~
276-32	~~annual or a special meeting. If no shares have been issued, the amendment is adopted by~~
276-33	~~resolution of the board of directors and the provisions subsequently stated for adoption by~~
276-34	~~shareholders do not apply. The resolution may incorporate the proposed amendment in restated~~
277-1	~~articles of incorporation which contain a statement that, except for the designated amendment, the~~
277-2	~~restated articles of incorporation correctly state without change the corresponding provisions of~~
277-3	~~the articles of incorporation as previously amended, and that the restated articles of incorporation,~~
277-4	~~together with the designated amendment, supersede the original articles of incorporation and all~~
277-5	~~amendments to those articles.~~
277-6	~~(2) Written notice stating the proposed amendment or a summary of the changes to be~~
277-7	~~affected by the amendment must be given to each shareholder entitled to vote on the amendment~~
277-8	~~within the time and in the manner provided in this chapter for the giving of notice of meetings of~~
277-9	~~shareholders. If the meeting is an annual meeting, the proposed amendment or the summary may~~
277-10	~~be included in the notice of the annual meeting.~~
277-11	~~(3) At the meeting a vote of the shareholders entitled to vote on the amendment must be~~
277-12	~~taken on the proposed amendment. The proposed amendment is adopted upon receiving the~~
277-13	~~affirmative vote of the holders of a majority of the shares entitled to vote on the amendment~~
277-14	~~unless any class of shares is entitled to vote on the amendment as a class, pursuant to either the~~
277-15	~~articles of incorporation or the provisions of section 7-1.2-904, in which event approval of the~~
277-16	~~proposed amendment also requires the affirmative vote of the holders of a majority of the shares~~
277-17	~~of each class of shares entitled to vote as a class on the amendment.~~
277-18	~~(b) Any number of amendments may be submitted to the shareholders, and voted upon~~
277-19	~~by them, at one meeting.~~
277-20	~~(c) The resolution authorizing a proposed amendment to the articles of incorporation~~
277-21	~~may provide that at any time prior to the filing of the amendment with the secretary of state,~~
277-22	~~notwithstanding authorization of the proposed amendment by the shareholders of the corporation,~~
277-23	~~the board of directors may abandon the proposed amendment without further action by the~~
277-24	~~shareholders.~~
277-25	~~(d) Whenever the articles of incorporation require for action by the board of directors, by~~
277-26	~~the holders of any class or series of shares or by the holders of any other securities having voting~~
277-27	~~power the vote of a greater number or proportion than is required by any section of this title, the~~
277-28	~~provision of the articles of incorporation requiring such greater vote may not be altered, amended~~
277-29	~~or repealed except by such greater vote.~~
277-30	~~7-1.2-904. Class voting on amendments. --~~ ~~(a) Except as otherwise provided in this~~
277-31	~~section, the holders of the outstanding shares of a class are entitled to vote as a class upon a~~
277-32	~~proposed amendment, whether or not entitled to vote on the amendment by the provisions of the~~
277-33	~~articles of incorporation, if the amendment would:~~
277-34	~~(1) Increase or decrease the aggregate number of authorized shares of the class.~~
278-1	~~(2) Increase or decrease the par value of the shares of the class.~~
278-2	~~(3) Effect an exchange, reclassification, or cancellation of all or part of the shares of the~~
278-3	~~class.~~
278-4	~~(4) Effect an exchange, or create a right of exchange, of all or any part of the shares of~~
278-5	~~another class into the shares of the class.~~
278-6	~~(5) Change the designations, preferences, limitations, or relative rights of the shares of~~
278-7	~~the class.~~
278-8	~~(6) Change the shares of the class, whether with or without par value, into the same or a~~
278-9	~~different number of shares, either with or without par value, of the same class or another class or~~
278-10	~~classes.~~
278-11	~~(7) Create a new class of shares having rights and preferences prior and superior to the~~
278-12	~~shares of the class, or increase the rights and preferences or the number of authorized shares of~~
278-13	~~any class having rights and preferences prior or superior to the shares of the class.~~
278-14	~~(8) In the case of a preferred or special class of shares, divide the shares of the class into~~
278-15	~~series and fix and determine the designation of the series and the variations in the relative rights~~
278-16	~~and preferences between the shares of the series, or authorize the board of directors to do so.~~
278-17	~~(9) Limit or deny any existing preemptive rights of the shares of the class.~~
278-18	~~(10) Cancel or otherwise affect dividends on the shares of the class which have accrued~~
278-19	~~but have not been declared.~~
278-20	~~(b) If the proposed amendment would affect only the shares of one series of a class and~~
278-21	~~not the entire class, then only the shares of the series so affected is considered a separate class for~~
278-22	~~the purpose of this section. Any class and any series within a class is considered a separate class~~
278-23	~~for purposes of this section if the effect of the proposed amendment upon the class or series~~
278-24	~~would be different than the effect of the amendment upon the other classes or other series within~~
278-25	~~the class. If the proposed amendment would affect two (2) or more classes or series within a class~~
278-26	~~in the same way, but would not affect the remaining classes or series within the class in the same~~
278-27	~~way, the two (2) or more classes or series affected in the same way are together considered a~~
278-28	~~separate class for purposes of this section. Except as otherwise provided in the articles of~~
278-29	~~incorporation or the certificate referred to in section 7-1.2-602, if the proposed amendment would~~
278-30	~~have no effect upon one or more classes or series of a class, the classes or series are not entitled to~~
278-31	~~any vote on the proposed amendment and, for the purposes of this section, are not counted in~~
278-32	~~determining the number of shares constituting the class.~~
278-33	~~7-1.2-905. Articles of amendment. --~~ ~~(a) The corporation may amend its articles of~~
278-34	~~incorporation by filing with the secretary of state articles of amendment which must state:~~
279-1	~~(1) The name of the corporation.~~
279-2	~~(2) The amendment so adopted.~~
279-3	~~(3) The date of the adoption of the amendment by the shareholders or by the board of~~
279-4	~~directors where no shares have been issued.~~
279-5	~~(b) No amendment may affect any existing cause of action in favor of or against the~~
279-6	~~corporation, or any pending suit to which the corporation is a party, or the existing rights of~~
279-7	~~persons other than shareholders; and, in the event the corporate name is changed by amendment,~~
279-8	~~no suit brought by or against the corporation under its former name abates for that reason.~~
279-9	~~7-1.2-906. Restated articles of incorporation. --~~ ~~(a) The corporation may at any time~~
279-10	~~restate its articles of incorporation as previously amended by filing with the secretary of state~~
279-11	~~restated articles of incorporation. The restated articles of incorporation may include one or more~~
279-12	~~amendments to the articles of incorporation adopted in accordance with the provisions of section~~
279-13	~~7-1.2-903.~~
279-14	~~(b) The restated articles of incorporation must state all of the provisions of the articles of~~
279-15	~~incorporation as previously amended, the additional amendments to the articles of incorporation,~~
279-16	~~if any, together with a statement that such additional amendments were adopted in accordance~~
279-17	~~with the provisions of section 7-1.2-903, and a further statement that, except for the designated~~
279-18	~~amendments, if any, the restated articles of incorporation correctly set forth without change the~~
279-19	~~corresponding provisions of the articles of incorporation as previously amended, and that the~~
279-20	~~restated articles of incorporation, together with the designated amendments, if any, supersede the~~
279-21	~~original articles of incorporation and all previous amendments to the articles of incorporation.~~
279-22	~~7-1.2-907. Amendment of articles of incorporation in reorganization proceedings. --~~
279-23	~~(a) Whenever a plan of reorganization of a corporation has been confirmed by decree or order of~~
279-24	~~a court of competent jurisdiction in proceedings for the reorganization of the corporation,~~
279-25	~~pursuant to the provisions of any applicable statute of the United States relating to reorganizations~~
279-26	~~of corporations, the articles of incorporation of the corporation may be amended, in the manner~~
279-27	~~provided in this section, in as many respects as are necessary to carry out the plan and put into~~
279-28	~~effect, as long as the articles of incorporation, as amended, contain only provisions that might be~~
279-29	~~lawfully contained in original articles of incorporation at the time of making the amendment.~~
279-30	~~(b) Articles of amendment approved by decree or order of the court must be executed by~~
279-31	~~the trustee or trustees of such corporation appointed in the reorganization proceedings (or a~~
279-32	~~majority thereof), or if none are appointed and acting, by the person or persons that the court~~
279-33	~~designates or appoints for the purpose, and must state the name of the corporation, the~~
279-34	~~amendments of the articles of incorporation approved by the court, the date of the decree or order~~
280-1	~~approving the articles of amendment, the title of the proceedings in which the decree or order was~~
280-2	~~entered, and a statement that the decree or order was entered by a court having jurisdiction of the~~
280-3	~~proceedings for the reorganization of the corporation pursuant to the provisions of an applicable~~
280-4	~~statute of the United States.~~
280-5	~~(c) This section does not apply to such corporation upon the entry of a final decree in the~~
280-6	~~reorganization proceedings closing the case and discharging the trustee or trustees, if any.~~
280-7	~~CHAPTER 7-4~~
280-8	~~Business Corporations - Officers, Directors, and Stockholders~~
280-9	~~7-4-1., 7-4-2. [Repealed.] --~~
280-10	~~7-4-3. Voting on stock held by fiduciaries and pledgees. --~~ ~~A person holding stock in a~~
280-11	~~fiduciary capacity is entitled to vote the stock. In the case of stock held jointly by two (2) or more~~
280-12	~~executors, administrators, guardians, conservators, trustees, or other fiduciaries, the fiduciaries~~
280-13	~~may designate, in writing, one or more of their number to represent the stock and vote it, unless~~
280-14	~~there is a provision to the contrary in any instrument defining their powers and duties. A person~~
280-15	~~whose stock is pledged is entitled to vote the stock until the stock is transferred on the books of~~
280-16	~~the corporation to the pledgee, and subsequently the pledgee is entitled to vote the stock.~~
280-17	~~7-4-4. -- 7-4-14. [Repealed.] --~~
280-18	~~7-4-15. Rights and liabilities surviving death of officer, director, or stockholder. --~~
280-19	~~Except as otherwise provided in the general corporation law, any right of action against any~~
280-20	~~officer, director, or stockholder of a corporation arising from any liability or penalty created or~~
280-21	~~imposed by the provisions of the general corporation law survives the death of the person; and the~~
280-22	~~right of contribution provided by this chapter exists in favor of the estate of the officer, director,~~
280-23	~~or stockholder.~~
280-24	~~7-4-16. Survival of suits against officers, directors, and stockholders. --~~ ~~No suit~~
280-25	~~against any officer, director, or stockholder for any liability or penalty created or imposed by the~~
280-26	~~provisions of the general corporation law abates by reason of his or her death, but his or her estate~~
280-27	~~is liable in the hands of his or her executor or administrator, who may voluntarily appear or may~~
280-28	~~be summoned by the plaintiff to defend the suit.~~
280-29	~~7-4-17. -- 7-4-19. [Repealed.] --~~
280-30	~~CHAPTER 7-5~~
280-31	~~Business Corporations - Reorganization, Dissolution, and Sale of Assets~~
280-32	~~7-5-1. -- 7-5-18. [Repealed.] --~~
280-33	~~7-5-19. Dissolution of quasi-municipal corporations and financial institutions. --~~
280-34	~~When any quasi-municipal corporation, bank, savings bank, trust company, or loan and~~
281-1	~~investment company has been liquidated in voluntary liquidation, or in receivership or otherwise,~~
281-2	~~according to law, the corporation may be dissolved by decree of the superior court upon~~
281-3	~~application filed, in the case of a quasi-municipal corporation, by any of its members or qualified~~
281-4	~~electors or by the attorney general, and in the case of any bank, savings bank, trust company, or~~
281-5	~~loan and investment company, by the administrator of banking and insurance or by any~~
281-6	~~stockholder, trustee, or incorporator, with the consent, in writing, of the administrator of banking~~
281-7	~~and insurance; and upon any reasonable notice in each case, that the court prescribes.~~
281-8	~~7-5-20. -- 7-5-26. [Repealed.] --~~
281-9	SECTION 3. This act shall take effect upon passage.

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	LC01110
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	EXPLANATION
	BY THE LEGISLATIVE COUNCIL
	OF
	A N A C T
	RELATING TO CORPORATIONS
	***

282-1	This act would repeal Rhode Island general corporations law and replace it and model
282-2	with the law used in the state of Delaware.
282-3	This act would take effect upon passage.

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	LC01110
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S0295