(a)  An existing corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 7-1.2-202, a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.

Terms Used In Rhode Island General Laws 7-5.3-4

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Benefit corporation: means a corporation for profit with purposes set forth in § 7-5. See Rhode Island General Laws 7-5.3-2
  • 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.
  • Minimum status vote: means :

    (i)  In the case of a corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

    (A)  The shareholders of every class or series shall be entitled to vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series. See Rhode Island General Laws 7-5.3-2

(b)  If an entity that is not a benefit corporation is a party to a merger or conversion and the surviving or resulting entity in the merger or consolidation is to be a benefit corporation, the merger or conversion must be approved by the entity by at least the minimum status vote.

History of Section.
P.L. 2013, ch. 487, § 1; P.L. 2013, ch. 500, § 1.