2012 -- S 2351

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LC01167

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

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A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE

ISLAND NONPROFIT CORPORATION ACT

     Introduced By: Senators Bates, and Miller

     Date Introduced: February 09, 2012

     Referred To: Senate Corporations

It is enacted by the General Assembly as follows:

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     SECTION 1. Chapter 7-6 of the General Laws entitled "Rhode Island Nonprofit

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Corporation Act" is hereby amended by adding thereto the following sections:

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     7-6-41.1. Certificate of correction. – (a) Whenever any instrument authorized to be filed

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with the secretary of state under any provision of this chapter, has been so filed and is an

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inaccurate record of the corporate action therein referred to, or was defectively or erroneously

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executed, sealed or acknowledged, the instrument may be corrected by filing with the secretary of

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state a certificate of correction, which must be executed, acknowledged and filed in accordance

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with this section.

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     (b) The corrected instrument must be specifically designated as such in its heading,

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specify the inaccuracy or defect to be corrected, and set forth the entire instrument in corrected

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form.

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     (c) The certificate of correction shall be executed by the corporation, by its president or

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vice president, and by its secretary or an assistant secretary and shall set forth:

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     (1) The name of the corporation.

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     (2) The inaccuracy or defect to be corrected and set forth the portion of the instrument in

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corrected form.

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     (3) If there are members entitled to vote on the correction:

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     (i) A statement setting forth the date of the meeting of members at which the correction

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was adopted, that a quorum was present at the meeting, and that the correction received at least a

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majority of the votes which members present at the meeting or represented by proxy were entitled

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to cast; or

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     (ii) A statement that the correction was adopted by a consent in writing signed by all

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members entitled to vote on it.

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     (4) If there are no members, or no members entitled to vote on the correction, a statement

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of the fact, the date of the meeting of the board of directors at which the correction was adopted,

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and a statement of the fact that the correction received the vote of a majority of the directors in

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office.

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     (5) Attach the entire instrument in corrected form.

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     (d) An instrument corrected in accordance with this section is effective as of the date the

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original instrument was filed, except as to those individuals who are substantially and adversely

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affected by the correction and as to those individuals the instrument as corrected is effective from

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its filing date.

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     7-6-80.1. Foreign application for transfer of authority. – (a) A duly authorized

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foreign nonprofit corporation in the state of Rhode Island that converts into any form of foreign

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other entity subject to the provisions of Title 7 and the resulting entity is required to file for

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authority to transact business in this state may apply for a transfer of authority in the office of the

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secretary of state by filing:

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     (1) An application for transfer of authority that has been executed and filed in accordance

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with section 7-6-2.1; and

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     (2) An application for authority to transact business in the state of Rhode Island for the

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resulting entity type; and

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     (3) A certificate of legal existence or good standing issued by the proper officer of the

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state or country under the laws of which the resulting entity has been formed.

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     (b) The application for transfer of authority shall state:

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     (1) The name of the nonprofit corporation;

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     (2) The type of other entity into which it has been converted; and

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     (3) The jurisdiction whose laws govern its internal affairs.

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     (c) Upon the effective time and date of the application for transfer of authority, the

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authority of the nonprofit corporation authorized to transact business under this chapter shall be

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transferred without interruption to the other entity which shall thereafter hold such authority

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subject to the provisions of the laws of the state of Rhode Island applicable to that type of

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resulting entity.

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     SECTION 2. Sections 7-6-42, 7-6-90 and 7-6-92 of the General Laws in Chapter 7-6

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

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     7-6-42. Restated articles of incorporation. -- (a) A domestic corporation may at any

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time restate its articles of incorporation as previously amended by filing with the secretary of

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state restated articles of incorporation. The restated articles of incorporation may include one or

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more amendments to the articles of incorporation adopted in accordance with the provisions of

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section 7-6-39. The corporation may restate articles of incorporation in the following manner:

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      (1) If there are members entitled to vote on the restated articles, the board of directors

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shall adopt a resolution setting forth the proposed restated articles of incorporation and directing

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that they be submitted to a vote at a meeting of members entitled to vote on them, which may be

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either an annual or a special meeting.

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      (2) Written notice setting forth the proposed restated articles or a summary of their

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provisions shall be given to each member entitled to vote on them, within the time and in the

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manner provided in this chapter for the giving of notice of meetings of members. If the meeting is

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an annual meeting, the proposed restated articles or a summary of their provisions may be

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included in the notice of the annual meeting.

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      (3) At the meeting a vote of the members entitled to vote on the restated articles shall be

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taken on them, which shall be adopted upon receiving the affirmative vote of a majority of the

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members entitled to vote on them present at the meeting or represented by proxy.

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      (4) If there are no members, or no members entitled to vote on them, the proposed

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restated articles shall be adopted at a meeting of the board of directors upon receiving the

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affirmative vote of a majority of the directors in office.

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      (b) Upon approval, restated articles of incorporation shall be executed by the corporation

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by its president or vice president and by its secretary or assistant secretary and shall set forth:

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      (1) The name of the corporation.

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      (2) The period of its duration.

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      (3) The purpose or purposes which the corporation is authorized to pursue.

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      (4) Any other provisions, not inconsistent with law, which are then set forth in the

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articles of incorporation as previously amended, except that it is not necessary to set forth in the

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restated articles of incorporation the registered office of the corporation, its registered agent, its

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directors or its incorporators.

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      (c) The restated articles of incorporation shall state that they correctly set forth the

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provisions of the articles of incorporation as previously amended, that they have been duly

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adopted as required by law, and that they supersede the original articles of incorporation and all

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amendments to them and the additional amendments to the articles of incorporation, if any,

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together with a statement that such additional amendments were adopted in accordance with the

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provisions of section 7-6-39, and a further statement that, except for the designated amendments,

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if any, the restated articles of incorporation correctly set forth without change the corresponding

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provisions of the articles of incorporation as previously amended, and that the restated articles of

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incorporation, together with the designated amendments, if any, supersede the original articles of

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incorporation and all previous amendments to the articles of incorporation.

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      (d) The restated articles of incorporation shall be delivered to the secretary of state. If the

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secretary of state finds that the restated articles conform to law, the secretary of state shall, when

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all fees have been paid as in this chapter prescribed:

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      (1) Endorse on the original the word "Filed," and the month, day, and year of the filing.

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      (2) File of the original in the secretary of state's office.

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      (3) Issue a restated certificate of incorporation.

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      (e) The restated certificate of incorporation shall be delivered to the corporation or its

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representative.

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      (f) Upon the issuance of the restated certificate of incorporation by the secretary of state,

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the restated articles of incorporation become effective and supersede the original articles of

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incorporation and all amendments to them.

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

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

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

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information as of the date of the report:

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

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incorporated.

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

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its registered agent in this state at the address, and, in the case of a foreign corporation, the

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address of its principal office in the state or country under the laws of which it is incorporated.

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

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

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

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in this state.

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

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corporation.

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

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

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

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an assistant secretary, or treasurer, or, if the corporation is in the hands of a receiver or trustee, it

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shall be executed on behalf of the corporation by the receiver or trustee.

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     7-6-92. Fees for filing documents and issuing certificates. -- The secretary of state

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shall charge and collect for:

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      (1) Filing articles of incorporation and issuing a certificate of incorporation, thirty-five

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dollars ($35.00).

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      (2) Filing articles of amendment and issuing a certificate of amendment, ten dollars

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($10.00).

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     (3) Filing certificate of correction and issuing a certificate of correction, ten dollars

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($10.00).

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      (3)(4) Filing restated articles of incorporation and issuing restated certificate of

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incorporation, ten dollars ($10.00).

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      (4)(5) Filing articles of merger or consolidation and issuing a certificate of merger or

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consolidation, twenty-five dollars ($25.00).

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      (5)(6) (i) Filing a statement of change of registered agent and registered office or filing a

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statement of change of registered agent, ten dollars ($10.00).

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      (ii) Filing a statement of change of registered office only, without fee.

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      (6)(7) Filing articles of dissolution, ten dollars ($10.00).

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      (7)(8) Filing an application of a foreign corporation for a certificate of authority to

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conduct affairs in this state and issuing a certificate of authority, fifty dollars ($50.00).

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      (8)(9) Filing an application of a foreign corporation for an amended certificate of

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authority to conduct affairs in this state and issuing an amended certificate of authority, twenty-

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five dollars ($25.00).

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      (9)(10) Filing a copy of an amendment to the articles of incorporation of a foreign

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corporation holding a certificate of authority to conduct affairs in this state, twenty-five dollars

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($25.00).

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      (10)(11) Filing a copy of articles of merger of a foreign corporation holding a certificate

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of authority to conduct affairs in this state, twenty-five dollars ($25.00).

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      (11)(12) Filing an application for withdrawal of a foreign corporation and issuing a

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certificate of withdrawal, ten dollars ($10.00).

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      (12)(13) Filing any other statement or report, including an annual report, of a domestic

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or foreign corporation, twenty dollars ($20.00).

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     SECTION 3. This act shall take effect upon passage.

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LC01167

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE

ISLAND NONPROFIT CORPORATION ACT

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     This act would provide for the filing of restated articles of incorporation previously

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amended with guidelines for restating said articles. It would also provide that a duly authorized

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foreign nonprofit corporation that converts into any form of foreign entity to file for authority to

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transact business in this state. It would further set filing fees for filing a certificate of correction

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and the issuance of the same.

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     This act would take effect upon passage.

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LC01167

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