§ 42-64-7.2. Amendment of the articles of incorporation of a subsidiary public corporation.
(a) A subsidiary public corporation may amend its articles of incorporation, from time to time, only with the express approval and authorization of the general assembly.
(b) Upon receipt of approval and authorization of the general assembly, pursuant to subsection (a) of this section, amendments to the articles of incorporation of a subsidiary public corporation shall be made by the adoption of a resolution by the board of directors of the parent corporation setting forth the amendment. The resolution may incorporate the amendment in restated articles of incorporation which contain a statement that except for the designated amendment the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation, as theretofore amended, and that the restated articles of incorporation together with the designated amendment supersede the original articles of incorporation and all amendments thereto.
(c) The articles of amendment shall be executed in duplicate by the subsidiary public 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) the date of the approval and authorization from the general assembly and the date of the adoption of the amendment by the board of directors of the parent corporation; and (4) if, pursuant to subsection (e) of this section, the amendment is to become effective at a time subsequent to the issuance of the certificate of amendment by the secretary of state, the date when the amendment is to become effective.
(d) Duplicate originals of 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 shall: (1) endorse on each duplicate original the word “Filed,” and the month, day, and year of the filing; (2) file one of these duplicate originals in his or her office; and (3) issue a certificate of amendment to which the secretary shall affix the other duplicate original. The certificate of amendment, together with the duplicate original of the articles of amendment affixed to the certificate of amendment by the secretary of state, shall be returned to the subsidiary public corporation or its representative.
(e)(1) Upon the issuance of the certificate of amendment by the secretary of state, or upon a later date, not more than thirty (30) days after the filing of the articles of amendment, as may be set forth in the articles, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.
(2) No amendment shall affect any existing cause of action in favor of or against the subsidiary public corporation, or any pending suit to which the subsidiary public corporation shall be a party, or the existing rights of any persons and, in the event the corporate name shall be changed by amendment, no suit brought by or against the corporation under its former name shall abate for that reason.
(f)(1) A subsidiary public corporation may at any time restate its articles of incorporation, as amended, by authorization of the general assembly authorizing and approving a resolution to be adopted by the board of directors of the parent corporation. Upon the adoption of the resolution, restated articles of incorporation shall be executed in duplicate by the subsidiary public corporation by its president or a vice president and by its secretary or assistant secretary, and shall set forth all of the provisions of the articles of incorporation as theretofore amended, together with a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation, as amended and that the restated articles of incorporation supersede the original articles of incorporation and all amendments to these articles.
(2) Duplicate originals of the restated articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the restated articles of incorporation conform to law, the secretary shall: (i) endorse on each of the duplicate originals the word “Filed,” and the month, day, and year of the filing thereof; (ii) file one of the duplicate originals in his or her office; and (iii) issue a restated certificate of incorporation, to which the secretary shall affix the other duplicate original. The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation affixed to the restated certificate of incorporation by the secretary of state, shall be returned to the subsidiary public corporation or its representative.
History of Section.P.L. 1976, ch. 277, § 4; P.L. 1995, ch. 370, art. 12, § 8.
Structure Rhode Island General Laws
Title 42 - State Affairs and Government
Chapter 42-64 - Rhode Island Commerce Corporation
Section 42-64-1. - Short title.
Section 42-64-1.1. - Change of name.
Section 42-64-2. - Legislative findings.
Section 42-64-3. - Definitions.
Section 42-64-6. - General powers.
Section 42-64-7. - Additional general powers.
Section 42-64-7.1. - Subsidiaries.
Section 42-64-7.2. - Amendment of the articles of incorporation of a subsidiary public corporation.
Section 42-64-7.3. - Voluntary dissolution of a subsidiary public corporation.
Section 42-64-7.4. - Water supply facilities.
Section 42-64-7.5. - Acceptance of federal grants.
Section 42-64-7.7. - Grant of powers to the corporation.
Section 42-64-7.9. - Orders as to pretreatment of sewage.
Section 42-64-7.11. - Venture capital forum program.
Section 42-64-7.12. - Transfer of functions to the Quonset Development Corporation.
Section 42-64-7.13. - National security infrastructure support fund.
Section 42-64-8. - Directors, officers, and employees.
Section 42-64-8.1. - Appropriation and expenses.
Section 42-64-8.2. - Role and responsibilities of board members.
Section 42-64-8.3. - Transparency requirements established.
Section 42-64-9. - Condemnation power.
Section 42-64-9.1. - Inspection powers.
Section 42-64-9.2. - Civil penalties.
Section 42-64-9.3. - Criminal penalties.
Section 42-64-9.4. - Procedures for enforcement.
Section 42-64-9.5. - Hearings.
Section 42-64-9.6. - Notice of decisions.
Section 42-64-9.7. - Notice of hearing on orders.
Section 42-64-9.8. - Procedure for hearings on orders.
Section 42-64-9.9. - Public access to information.
Section 42-64-9.10. - Rules and regulations — Notice of rule review.
Section 42-64-10. - Findings of the corporation.
Section 42-64-11. - Disposition of projects.
Section 42-64-12. - Community advisory committees.
Section 42-64-13. - Relations with municipalities.
Section 42-64-13.1. - Assistance to urban communities for economic revitalization.
Section 42-64-13.2. - Renewable energy investment coordination.
Section 42-64-14. - Relations with state agencies.
Section 42-64-15. - Bonds and notes of the corporation.
Section 42-64-16. - Short-term notes.
Section 42-64-17. - Security for bonds or notes.
Section 42-64-18. - Reserve funds and appropriations.
Section 42-64-19. - Trust funds.
Section 42-64-20. - Exemption from taxation.
Section 42-64-20.1. - Procedure.
Section 42-64-21. - Notes and bonds as legal investments.
Section 42-64-22. - Agreement of the state.
Section 42-64-23. - Credit of state.
Section 42-64-24. - State’s right to require redemption of bonds.
Section 42-64-25. - Remedies of bondholders and note-holders.
Section 42-64-26. - Authorization to accept appropriated moneys.
Section 42-64-27. - Assistance by state officers, departments, boards and commission.
Section 42-64-28. - Annual financial reports and performance report.
Section 42-64-29. - Inventory of development sites.
Section 42-64-30. - Inconsistent provisions.
Section 42-64-31. - Other statutes.
Section 42-64-31.1. - Rules and regulations.
Section 42-64-32. - Construction.
Section 42-64-33. - Severability.
Section 42-64-34. - Appointment of small business advocate.
Section 42-64-34.1. - Cooperation required.
Section 42-64-35. - Government contract procurement assistance.
Section 42-64-36. - Program accountability.
Section 42-64-37. - Loan and loan guarantee programs.
Section 42-64-38. - Audit of the corporation.
Section 42-64-39. - Business development center.
Section 42-64-40. - Court-approved settlements.
Section 42-64-41. - Report regarding small business lending.