Title 7, Title 7 Associations, and Partnerships

Each foreign corporation authorized to conduct affairs in this state 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, which agent may be either an individual resident in this state …

(a) A foreign corporation authorized to conduct affairs in this state may change its registered office or its registered agent, or both, upon filing in the office of the secretary of state a statement setting forth: (1) The name of the corporation; (2) The address of its then-reg…

(a) The registered agent appointed by a foreign corporation authorized to conduct affairs in this state 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 forei…

(a) No corporation that is a “private foundation” as defined in § 509(a) (26 U.S.C. § 509(a)) of the Internal Revenue Code of 1954 shall: (1) Engage in any act of “self-dealing”, as defined in § 4941(d) (26 U.S.C. § 4941(d)) of the Internal Revenue Code of 1954, which would give …

Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, the foreign corporation shall, within 30 days after the amendment becomes effective, file in the office of the secretary of state a copy of the amendment duly …

(a) A duly authorized foreign nonprofit corporation in the state of Rhode Island that converts into any form of foreign other entity subject to the provisions of Title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a …

Whenever a foreign corporation authorized to conduct affairs in this state is a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, and the corporation is the surviving corporation, it shall, within thirty (30) day…

(a) A foreign corporation authorized to conduct affairs in this state shall procure an amended certificate of authority by making application for one with the secretary of state if it changes its corporate name or desires to pursue in this state other or additional purposes than …

(a) A foreign corporation authorized to conduct affairs in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall deliver to the secretary of st…

(a) The application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that the application conforms to the provisions of this chapter, the secretary of state shall, when all fees have been paid as prescribed in this chapter: (1) Endorse …

(a) The certificate of authority of a foreign corporation to conduct affairs in this state may be revoked by the secretary of state upon the conditions prescribed in this section when: (1) The corporation has failed to file its annual report within the time required by this chapt…

(a) Upon revoking any certificate of authority, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send to the corporation by regular mail a certificate of revocation, addresse…

Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-86, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing: (1) Upon the filing by the corporation of the documents it had previously …

Any foreign corporation aggrieved by the action of the secretary of state in revoking its certificate of authority may appeal from the revocation in the manner provided in § 7-6-99.

(a) No foreign corporation that is conducting affairs in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any court of this state until the corporation has obtained a certificate of authority. Nor shall any action, su…

Notwithstanding any other provisions of this chapter: (a) No person serving without compensation as a volunteer, director, officer, or trustee of a nonprofit corporation, including a corporation qualified as a tax-exempt corporation under § 501(c) of the United States Internal Re…

(a) Each domestic corporation, and each foreign corporation authorized to conduct affairs in this state, shall file, within the time prescribed by this chapter, an annual report setting forth the following information as of the date of the report: (1) The name of the corporation …

(a) The annual report of a domestic or foreign corporation shall be delivered to the secretary of state between February 1 and May 1 of each year, except that the first annual report of a domestic or foreign corporation shall be filed between February 1 and May 1 of the year foll…

The secretary of state shall charge and collect for: (1) Filing articles of incorporation and issuing a certificate of incorporation, thirty-five dollars ($35.00). (2) Filing articles of amendment and issuing a certificate of amendment, ten dollars ($10.00). (3) Filing certificat…

The secretary of state shall charge and collect: (1) For furnishing a certified copy of any document, instrument, or paper relating to a corporation, fifteen cents ($.15) per page and five dollars ($5.00) for the certificate and affixing the seal to it. (2) At the time of any ser…

(a) Each domestic or foreign corporation that fails or refuses to file its annual report for any year within the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) for each year to be assessed by the secretary of state. (b) Each domestic or fo…

Each director and officer of a domestic or foreign corporation who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to the director or officer by the secretary of state in accordance with the provisions of this …

The secretary of state may propound to any domestic or foreign corporation, subject to the provisions of this chapter, and to any officer or director of the corporation, any interrogatories that are reasonably necessary and proper to enable the secretary of state to ascertain whe…

Interrogatories propounded by the secretary of state and the answers to them shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained from them except insofar as the secretary of state’s official duty may require the facts…

The secretary of state has the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties imposed on him or her by this chapter.

(a) If the secretary of state fails to approve the articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the secretary of state before the document is filed in the secretary of state’s office, …

In this chapter, unless the context requires otherwise, the term: (1) “Agricultural products” or “products” means field crops, horticultural, viticultural, forestry, nut, dairy, livestock, poultry, bee, and all farm products and the byproducts derived from any of them; and words …

Only members of an association have the right to vote; and no member is entitled to more than one vote on any question or matter affecting the association or relating to its affairs. Proxy voting is prohibited.

No member or stockholder of an association is liable for its debts or obligations beyond the unpaid amount, if any, due by him or her on his or her membership dues or stock issued to him or her.

The transfer of common stock of an association is restricted to persons engaged in the production of the products handled by an association subject to any provisions in its articles or bylaws consistent with this chapter. An association may provide in its articles or bylaws that …

No association formed under this chapter shall pay over eight percent (8%) per annum on its capital stock or membership capital.

The bylaws of each association shall provide for the management of the association by a board of not less than five (5) directors, who shall be elected by the members in any manner, at any times, and for any terms that the bylaws prescribe. Regular meetings of the association sha…

The articles of association of any association formed under this chapter may be changed or amended. Any change or amendment must first be approved by two-thirds (⅔) of the directors of an association and then must be adopted by a majority of its members through their vote on it o…

The marketing contract of any association formed under this chapter may fix as liquidated damages, specific, reasonable sums to be paid by a member to the association upon the breach by him or her of any provisions of the marketing contract regarding the sale or delivery or withh…

Every association formed under this chapter shall submit an annual statement, sworn to by one of the officers of the association, to the director of environmental management, subject to any regulations that he or she prescribes, on forms furnished by or satisfactory to him or her…

To effectuate the formation of federations of nonprofit associations of producers, any association of producers is authorized to acquire membership or stock in any other association of producers and any association is authorized to grant membership or sell stock to the associatio…

No corporation or other organization dealing in agricultural products, or engaged in any of the purposes enumerated in § 7-7-2, shall use the term “cooperative” as part of its name unless organized under the provisions of this chapter.

Five (5) or more persons of lawful age engaged in the production of agricultural products, or two (2) or more nonprofit cooperative associations of producers, organized under the provisions of this chapter, may form a nonprofit cooperative association with or without capital stoc…

The provisions of the general corporation law of this state, and all powers and rights under that law, apply to the associations organized under this chapter, except where the provisions are in conflict with, or inconsistent with, the express provisions of this chapter.

Each association organized under the provisions of this chapter shall pay to the state an annual tax of five dollars ($5.00) that shall be assessed by the tax administrator at the same time and in the same manner, and is due and payable to, and may be collected by, the general tr…

A cooperative corporation or association previously formed under, or subject to, a law repealed by this chapter, is subject to the provisions of this chapter as if incorporated under this chapter, and the corporation or association may continue its corporate existence and name, s…

The persons shall sign and file in duplicate written articles of association, which shall be signed by all of the incorporators and which shall be acknowledged by them in the manner in which deeds of real estate are required to be acknowledged within this state, and the residence…

Upon the filing of the articles of association and a duplicate of the articles with the secretary of state, together with an incorporation fee of fifty dollars ($50.00) and the duplicate copy certified to by the secretary of state and returned to the incorporator, the original ar…

Associations organized under this chapter are deemed nonprofit, insofar as they are not organized as to make profits for themselves as such or for their members as such but only for their members as producers.

Each association incorporated under this chapter has power and authority to: (1) Have perpetual succession in its corporate name unless a period for its duration is limited in its articles of association; (2) Sue and be sued in its corporate name; (3) Have and use a common seal a…

Each association incorporated under this chapter shall, within thirty (30) days after its incorporation, adopt for its government and management a code of bylaws consistent with these provisions. A two-thirds (⅔) vote of the members present at any meeting at which a quorum is pre…