Title 7, Title 7 Associations, and Partnerships

(a) Meetings of shareholders may be held at any place, either within or without this state, that may be stated in or fixed in accordance with the bylaws. If no other place is stated or fixed, all meetings will be held at the registered office of the corporation. An annual meeting…

(a) Any notice to shareholders given by the corporation under any provision of this chapter, the articles of incorporation or the bylaws is effective if given in writing, or by facsimile or a form of electronic transmission consented to by the shareholder to whom the notice is gi…

(a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment of a meeting of shareholders, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other prope…

(a) After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. (b) The shareholders’ list must be available for inspection by any shareholder, at least ten (10) days befo…

(a) Unless otherwise provided in the articles of incorporation or bylaws, a majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders, but in no event does a quorum consist of less than one-third (⅓) of the share…

Whenever, with respect to any action to be taken by the shareholders of a corporation, the articles of incorporation require the vote of the holders of a greater proportion of the shares, or of any class or series of the shares, than required by this chapter with respect to the a…

(a) Any action required or permitted to be taken at a meeting of shareholders by this chapter, or the articles of incorporation or bylaws of a corporation, may be taken without a meeting if all the shareholders entitled to vote on the action consent to the action in writing. (b)(…

(a) Each outstanding share, regardless of series or class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited, enlarged or denied by the articles of…

(a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten (10) years, by entering into a written voting trust agreement s…

The articles of incorporation may, to the extent and in the manner provided in the articles of incorporation, confer on the holders of bonds or other evidences of indebtedness of the corporation rights to vote in the election of directors and on any other matters on which shareho…

(a) Definitions. In this section: (1) “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in subsection (h) of this section, in the right of a foreign corporation. (2) “Shareholder” includes a beneficial owner whose shares …

(a) Except as may be otherwise provided in this chapter or in the articles of incorporation, the business and affairs of a corporation are managed by a board of directors. Directors need not be residents of this state or shareholders of the corporation unless the articles of inco…

The board of directors of a corporation consists of one or more members. The number of directors is fixed by, or in the manner provided in, the articles of incorporation or the bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in …

When the board of directors consists of nine (9) or more members, in lieu of electing the whole number of directors annually, the articles of incorporation may provide that the directors be divided into either two (2) or three (3) classes, each class to be as nearly equal in numb…

Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy is elected for the unexpired term of his or her predecessor in …

(a) Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw adopted by the shareholders may provide for the removal by action of the board, except in the case of any director elected by …

A majority of the number of directors fixed by or in the manner provided in the articles of incorporation or the bylaws, or by the shareholders or in the absence of a bylaw or shareholder action fixing the number of directors, then of the number stated in the articles of incorpor…

(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…

Unless otherwise restricted or limited by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of …

(a) Meetings of the board of directors, or any committee designated by the board, regular or special, may be held either within or without this state. (b) Regular meetings of the board of directors or any committee designated by the board may be held with or without notice as pre…

Unless otherwise provided by the articles of incorporation or bylaws, any action required by this chapter to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting i…

(a) In addition to any other liabilities imposed by law upon directors of a corporation: (1) Directors of a corporation who vote for or assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of…

(a) The officers of a corporation consist of a president, a secretary, and a treasurer, and such other officers as are authorized by the bylaws or the board of directors each of whom is elected by the board of directors or by the shareholders at a time and in a manner as prescrib…

An officer may resign at any time by delivering notice to the corporation. Any officer may be removed at any time with or without cause by the board of directors or by any other manner permitted by the articles of incorporation or the bylaws. Election, appointment or removal of a…

(a) Definitions. As used in this section: (1) “Director” or “officer” means any individual who is or was a director or officer of the corporation and any individual who, while a director or officer of the corporation, is or was serving at the request of the corporation as a direc…

A corporation may amend its articles of incorporation, from time to time, in any and all respects as is desired, to the extent that its articles of incorporation, as amended, contain only provisions that might be lawfully contained in original articles of incorporation filed as o…

Any corporation created by special act of the general assembly, which is organized under this chapter, whose charter is subject to amendment or repeal at the will of the general assembly, may make amendment to its charter that corporations organized under this chapter may make to…

(a) Amendments to a corporations articles of incorporation are made in the following manner: (1) The board of directors adopts a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either the annu…

(a) Except as otherwise provided in this section, the holders of the outstanding shares of a class are entitled to vote as a class upon a proposed amendment, whether or not entitled to vote on the amendment by the provisions of the articles of incorporation, if the amendment woul…

(a) The corporation may amend its articles of incorporation by filing with the secretary of state articles of amendment which must state: (1) The name of the corporation. (2) The amendment so adopted. (3) The date of the adoption of the amendment by the shareholders or by the boa…

(a) The 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 incorporation ado…

(a) Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorga…

No partnership agreement in writing, or agreement in writing between copartners, either previously or subsequently entered into, is deemed testamentary in character, or for that reason invalid or unenforceable, because the agreement contains a provision: (1) regulating, in the ev…

The provisions of §§ 7-12-4 — 7-12-9 in reference to copartners extend to joint debtors who may individually compound or compromise for their joint indebtedness, with the like effect to creditors and to joint debtors of the person compromising as is provided in this section in re…

The provisions of this chapter shall not be deemed or taken to affect any of the provisions of chapter 13 [repealed] of this title, entitled “Limited Partnerships”.

In case of the death of any person who was at the time of his or her decease a member of any copartnership, either general or limited, the surviving partner shall, upon the demand in writing of the administrator or executor of the deceased copartner, and within ten (10) days subs…

The administrator or executor may enter upon the premises and examine the books and affairs of the copartnership and take an inventory of the personal property in which his or her intestate or testate may have had an interest at the time of his or her decease.

(a) Except as provided in subsection (b) of this section, a registered limited liability partnership or a foreign registered limited liability partnership may conduct any lawful business in this state. (b) A registered limited liability partnership or a foreign registered limited…

Whenever any copartnership is dissolved, any person who was embraced in the copartnership may make a separate composition or compromise with any one of or all the creditors of the copartnership.

A composition or compromise is a full and effectual discharge to the debtor making the composition or compromise, of the whole of the debt, and is taken and considered in reference to the other copartners as actual payment of the debtor’s proportion of the debt, whether the full …

In case an amount exceeding his or her proportion is actually paid, it is taken and considered as payment of the amount of debt actually paid.

A composition or compromise in no way affects the right of the other copartners or any of them to call on the person making the compromise for any sum beyond the person’s original portion of the debt, if in consequence of the insolvency, inability to pay or absconding of any one …

Every debtor making a composition or compromise takes from the creditor with whom he or she may make the composition or compromise a note or memorandum in writing, exonerating him or her from all individual liability incurred by reason of the connection with the copartnership. Th…

A composition or compromise is not to be so construed as to discharge the other copartners, except as provided in §§ 7-12-5 and 7-12-6; nor does it impair the right of the creditor to proceed against the members of the copartnership who have not been discharged. The members of th…

The attorney general is authorized to institute civil proceedings in the superior court to forfeit the charter of any corporation organized under the laws of this state and to revoke the permit authorizing any foreign corporation to carry on business in this state, when: (1) Any …

The attorney general is authorized to institute civil proceedings in the superior court to enjoin the operation of any business other than a corporation, including a partnership, limited partnership, unincorporated association, joint venture, or sole proprietorship, when: (1) Any…