§ 7-1.2-801 Board of directors
§ 7-1.2-802 Number and election of directors
§ 7-1.2-803 Classification of directors
§ 7-1.2-804 Vacancies
§ 7-1.2-805 Removal of directors
§ 7-1.2-806 Quorum of directors
§ 7-1.2-807 Director and officer conflicts of interest
§ 7-1.2-808 Executive and other committees
§ 7-1.2-809 Place, notice, and form of notice of directors’ and committee meetings
§ 7-1.2-810 Action by directors without a meeting
§ 7-1.2-811 Liability of directors in certain cases
§ 7-1.2-812 Officers
§ 7-1.2-813 Resignation and removal of officers
§ 7-1.2-814 Indemnification

Terms Used In Rhode Island General Laws > Chapter 7-1.2 > Part 8 - Directors and Officers

  • 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.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • 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
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Beverage: means any liquid that either by itself or by mixture with any other liquid or liquids, is, or may become, fit for human consumption as a drink and that contains five-tenths of one per cent (. See Rhode Island General Laws 3-1-1
  • Club: means a corporation subject to the provisions of chapter 6 of Title 7, owning, hiring, or leasing a building or space in a building of such extent and character as may be suitable and adequate for the reasonable and comfortable accommodation of its members, and whose affairs and management are conducted by a board of directors, executive committee, or other similar body chosen by the members at a meeting held for that purpose, none of whose members, officers, agents, or employees are paid directly, or indirectly, any compensation by way of profit from the distribution or sale of beverages to the members of the club or to its guests beyond the amount of any reasonable salary or wages as may be fixed and voted each year by the directors or other governing body. See Rhode Island General Laws 3-1-1
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Department: means the department of business regulation. See Rhode Island General Laws 3-1-1
  • Director: means the director of the department of business regulation. See Rhode Island General Laws 3-1-1
  • domestic corporation: means a corporation for profit subject to the provisions of this chapter, except a foreign corporation. See Rhode Island General Laws 7-1.2-106
  • Electronic transmission: means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. See Rhode Island General Laws 7-1.2-106
  • Employee: includes officers but not directors. See Rhode Island General Laws 7-1.2-106
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • Foreign corporation: means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter. See Rhode Island General Laws 7-1.2-106
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • 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
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Individual: means a natural person. See Rhode Island General Laws 7-1.2-106
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual or an entity. See Rhode Island General Laws 7-1.2-106
  • person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Quorum: The number of legislators that must be present to do business.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Shareholder: means one who is a holder of record of shares in a corporation. See Rhode Island General Laws 7-1.2-106
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Rhode Island General Laws 7-1.2-106
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106
  • Tavern: means any house where the principal business is the furnishing of food and sleeping accommodations. See Rhode Island General Laws 3-1-1
  • town: may be construed to include city; the words "town council" include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
  • town council: include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
  • Trustee: A person or institution holding and administering property in trust.
  • Victualing house: means any shop or place where a substantial part of the business is the furnishing of food for consumption at the place where it is furnished. See Rhode Island General Laws 3-1-1
  • Wines: means all fermented alcoholic beverages made from fruits, flowers, herbs, or vegetables and containing not more than twenty-four percent (24%) of alcohol by volume at sixty degrees Fahrenheit (60 degrees F), except cider obtained by the alcohol fermentation of the juice of apples and containing not less than five tenths of one percent (. See Rhode Island General Laws 3-1-1