(a)  A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action previously taken to dissolve the corporation, in the following manner:

(1)  If there are members entitled to vote on it, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2)  If there are no members, or no members entitled to vote on it, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

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Terms Used In Rhode Island General Laws 7-6-53

  • Board of directors: means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated. See Rhode Island General Laws 7-6-2
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Member: means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws regardless of the name by which the person is designated. See Rhode Island General Laws 7-6-2

(b)  Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may at that time again conduct its affairs.

History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.