Rhode Island General Laws 7-6-34. Articles of incorporation
(a) The articles of incorporation shall set forth:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purpose or purposes for which the corporation is organized;
(4)(i) Any provisions, not inconsistent with the law, that the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including a provision eliminating or limiting the personal liability of a director to the corporation or to its members for monetary damages for breach of the director’s duty as a director. However, the provision does not eliminate or limit the liability of a director:
(A) For any breach of the director’s duty of loyalty to the corporation or its members;
(B) For acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or
(C) For any transaction from which the director derived an improper personal benefit, and also including any provision that under this chapter is required or permitted to be set forth in the bylaws.
(ii) No provision eliminating or limiting the personal liability of a director will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of incorporation of the corporation;
(5) The address of its initial registered office, and the name of its initial registered agent at the address;
(6) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors;
(7) The name and residence or business address of each incorporator.
Terms Used In Rhode Island General Laws 7-6-34
- 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.
- Articles of incorporation: means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities. See Rhode Island General Laws 7-6-2
- 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
- Bylaws: means the code or codes of rules adopted for the regulation or management of the affairs of the corporation regardless of the name, or names, by which the rules are 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Director: means a member of a board of directors. See Rhode Island General Laws 7-6-2
(b) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.
(c) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws is controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation is controlling.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch. 472, § 1; P.L. 2018, ch. 346, § 6.