Title 7, Title 7 Associations, and Partnerships

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the pr…

Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver of the notice in writing signed by the person or persons ent…

(a) Any action required by this chapter to be taken at a meeting of the incorporators, members, or directors of a corporation, or any action that may be taken at a meeting of the incorporators, members, or directors, may be taken without a meeting if a consent in writing, setting…

All persons who assume to act as a corporation without authority so to do are jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.

The general assembly at all times has the power to prescribe any regulations, provisions, and limitations that it deems advisable, which regulations, provisions, and limitations are binding on any corporations subject to the provisions of this chapter, and the general assembly ha…

(a) The repeal of a prior chapter by this chapter does not affect any right accrued or established, or any liability or penalty incurred, under the provisions of the prior chapter, prior to its repeal. (b) The limitation formerly set forth in § 7-6-8, as amended, which is repeale…

If a court of competent jurisdiction adjudges any clause, sentence, paragraph, section, or part of this chapter to be invalid or unconstitutional, the judgment or decree does not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect of the judgment …

(a) The corporate name: (1) Shall not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation. (2) Shall be distinguishable upon the records of the secretary of sta…

(a) The exclusive right to use a specified name for a domestic or foreign nonprofit corporation may be reserved by: (1) A person who intends to organize a domestic nonprofit corporation; (2) A domestic nonprofit corporation or foreign nonprofit corporation authorized to conduct a…

Each corporation shall have and continuously maintain in this state: (1) A registered office, which may be the same as its principal office; (2) A registered agent, who may be either an individual resident in this state whose business office is identical with the registered offic…

(a) A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating: (1) The name of the corporation; (2) The address of its then-registered office; (3) If the address of its registere…

(a) The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served. (b) Whenever a corporation fails to appoint or maintain a registered age…

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of the class or classes; the manner of election or appointment; and the qualifications and rights of the members of each class shal…

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain…

(a) The board of directors of any corporation may adopt emergency bylaws, that are, notwithstanding any different provision contained in this chapter or in the articles of incorporation or bylaws, operative during any emergency in the conduct of the affairs of the corporation res…

(a) Meetings of members may be held at any place, either within or without this state, that is provided in the bylaws. In the absence of any provision, all meetings shall be held at the registered office of the corporation in this state. (b) An annual meeting of the members shall…

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more …

As used in this chapter, unless the context otherwise requires, the term: (1) “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 a…

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on …

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, that constitutes a quorum at a meeting of members. In the absence of any provision, members holdi…

(a) The affairs of a corporation are managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of incorporation or the bylaws requires it. The articles of incorporation or the bylaws may prescribe other qualif…

(a) The number of directors of a corporation shall be not less than three (3). Subject to limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors, which number shall be fixed by the articles of incorporation. The n…

(a) Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, unless the articles of incorporation or the bylaws provide tha…

(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, constitutes a quorum for the transaction of business, unless otherwise provided in the articles …

(a) The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more directors. These committees, to the extent provided in the resolution, in the articles of i…

(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or ha…

(a) Regular or special meetings of the board of directors may be held either within or without this state, and on the notice that the bylaws prescribe. Attendance of a director at any meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting …

(a) The officers of a corporation consist of a president, one or more vice presidents, if prescribed by the bylaws, a secretary, a treasurer, and any other officers and assistant officers who are deemed necessary, each of whom shall be elected or appointed at the time and in the …

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever, in their judgment, the best interests of the corporation will be served by removal. The removal of an officer is without prejudice to the contract rights, if any, o…

(a) The provisions of this chapter relating to domestic corporations apply to: (1) All corporations organized under these provisions; (2) All corporations previously organized under any act hereby or previously repealed for a purpose or purposes for which a corporation might be o…

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal o…

A corporation may issue shares to its members, but no dividend shall be paid on the shares and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers, except that dividends may be paid and income or profit may be distributed t…

No loans shall be made by a corporation to its directors. Any director who assents to or participates in the making of any loan is liable to the corporation for the amount of loan until its repayment.

(a) One or more persons may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the secretary of state. (b) Until the corporation has duly qualified members, or if it is intended that the corporation will have no members, until the first …

(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…

(a) The articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed: (1) Endorse on the original…

Upon the issuance of the certificate of incorporation, or upon a later date, not more than 30 days after the filing of articles of incorporation, that is set forth in the articles, the corporate existence begins, and the certificate of incorporation is conclusive evidence that al…

(a) After the issuance of the certificate of incorporation an organizational meeting of the board of directors named in the articles of incorporation may be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting byla…

A corporation may amend its articles of incorporation, from time to time, in any respect desired, as long as its articles of incorporation, as amended, contain only provisions that are lawful under this chapter.

(a) Amendments to the articles of incorporation are made in the following manner: (1) If there are members entitled to vote on the amendments, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a me…

Corporations may be organized under this chapter for any lawful purpose or purposes subject to the condition that no part of the net income or profit of any corporation will be distributable to its members, directors, or officers. Subject to that condition, the purpose or purpose…

The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary and shall set forth: (1) The name of the corporation; (2) The amendment so adopted; (3) If there are members entitled to…

(a) The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed: (1) Endorse on the original the wor…

(a) Whenever any instrument authorized to be filed with the secretary of state under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed, or acknowledged, the i…

(a) A domestic corporation may at any time restate its articles of incorporation as previously amended by filing with the secretary of state restated articles of incorporation. The restated articles of incorporation may include one or more amendments to the articles of incorporat…

(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may merge into one of the entities pursuant to a plan of merger approved in the …