(a)  One or more individuals may act as incorporator or incorporators of a corporation by filing articles of incorporation for the corporation with the secretary of state.

Terms Used In Rhode Island General Laws 7-1.2-201

  • Articles of incorporation: means the original or restated articles of incorporation and all of their amendments including agreements of merger. See Rhode Island General Laws 7-1.2-106
  • 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.
  • Filing: means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-1.2-106
  • in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106

(b)  After incorporation:

(1)  If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and transacting on any other business to come before the meeting.

(2)  If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of the majority of the incorporators:

(i)  To elect directors and complete the organization of the corporation; or

(ii)  To elect a board of directors who will complete the organization of the corporation.

(c)  The incorporator or incorporators calling a meeting under this section shall give at least three (3) days’ notice of the meeting by mail to each incorporator. The notice must state the time and place of the meeting.

(d)  The act or decision done or made by a majority of the incorporators are the act of the incorporators, provided that an action permitted to be taken at the meeting or meetings of incorporators under this section may be taken without a meeting if a consent, in writing, stating the action to be taken, is signed by all of the incorporators.

History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.