Rhode Island General Laws
Chapter 7-6 - Rhode Island Nonprofit Corporation Act
Section 7-6-5. - General powers.

§ 7-6-5. General powers.
Each corporation has power to:
(1) Have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;
(2) Sue and be sued, complain and defend, in its corporate name;
(3) Have a corporate seal that may be altered at pleasure, and to use that seal by causing it, or a facsimile of it, to be impressed or affixed or in any other manner reproduced;
(4) Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property, or any interest in real or personal property, wherever situated, and without restriction as to amount;
(5) Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;
(6) Lend money to and use its credit to assist its employees (other than employees who are also directors) and otherwise assist its employees;
(7) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality, or of any instrumentality of those entities;
(8) Make contracts and guarantees and incur liabilities; borrow money at the rates of interest that the corporation determines; issue its notes, bonds, and other obligations; guarantee debts and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income;
(9) Lend money for its corporate purposes; invest and reinvest its funds; and take and hold real and personal property as security for the payments of funds loaned or invested in that manner;
(10) Conduct its affairs, carry on its operations, have offices, and exercise the powers granted by this chapter within or without this state;
(11) Elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation;
(12) Make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation;
(13) Unless otherwise provided in the articles of incorporation, make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) Pay pensions and establish pension plans or pension trusts for any or all of its directors, officers, and employees;
(15) Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.
History of Section.P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.

Structure Rhode Island General Laws

Rhode Island General Laws

Title 7 - Corporations, Associations and Partnerships

Chapter 7-6 - Rhode Island Nonprofit Corporation Act

Section 7-6-1. - Short title.

Section 7-6-2. - Definitions.

Section 7-6-3. - Corporations to which this chapter applies.

Section 7-6-4. - Purposes.

Section 7-6-5. - General powers.

Section 7-6-6. - Indemnification.

Section 7-6-7. - Guarantee authorized by members.

Section 7-6-8. - Limiting powers of certain corporations.

Section 7-6-9. - Exemption from liability.

Section 7-6-10. - Defense of ultra vires.

Section 7-6-11. - Corporate name.

Section 7-6-11.1. - Reservation of name — Transfer of reserved name.

Section 7-6-12. - Registered office and registered agent.

Section 7-6-13. - Change of registered office or registered agent.

Section 7-6-14. - Service of process on corporation.

Section 7-6-15. - Members.

Section 7-6-16. - Bylaws.

Section 7-6-17. - Bylaws and other powers in emergency.

Section 7-6-18. - Meetings of members.

Section 7-6-19. - Notice of members’ meetings.

Section 7-6-20. - Voting.

Section 7-6-21. - Quorum.

Section 7-6-22. - Board of directors.

Section 7-6-23. - Number and election of directors.

Section 7-6-24. - Vacancies on board of directors.

Section 7-6-25. - Quorum of directors.

Section 7-6-26. - Committees.

Section 7-6-26.1. - Director conflicts of interest.

Section 7-6-27. - Place and notice of directors’ meetings.

Section 7-6-28. - Officers.

Section 7-6-29. - Removal of officers.

Section 7-6-30. - Books and records.

Section 7-6-31. - Dividends prohibited.

Section 7-6-32. - Loans to directors prohibited.

Section 7-6-33. - Incorporators.

Section 7-6-34. - Articles of incorporation.

Section 7-6-35. - Filing of articles of incorporation.

Section 7-6-36. - Effect of issuance of certificate of incorporation.

Section 7-6-37. - Organization meetings.

Section 7-6-38. - Right to amend articles of incorporation.

Section 7-6-39. - Procedure to amend articles of incorporation.

Section 7-6-40. - Articles of amendment.

Section 7-6-41. - Effectiveness of amendment.

Section 7-6-41.1. - Certificate of correction.

Section 7-6-42. - Restated articles of incorporation.

Section 7-6-43. - Procedure for merger.

Section 7-6-44. - Procedure for consolidation.

Section 7-6-45. - Approval of merger or consolidation.

Section 7-6-46. - Articles of merger or consolidation.

Section 7-6-47. - Effect of merger or consolidation.

Section 7-6-48. - Merger or consolidation of domestic and foreign corporations.

Section 7-6-48.1. - Conversion of other entities to a domestic nonprofit corporation.

Section 7-6-48.2. - Filing of certificate of conversion to corporation (nonprofit).

Section 7-6-48.3. - Conversion of a domestic nonprofit corporation to other entities.

Section 7-6-48.4. - Filing of certificate of conversion to corporation (nonprofit).

Section 7-6-49. - Sale, lease, exchange, or mortgage of assets.

Section 7-6-50. - Voluntary dissolution.

Section 7-6-51. - Distribution of assets.

Section 7-6-52. - Plan of distribution.

Section 7-6-53. - Revocation of voluntary dissolution proceedings.

Section 7-6-54. - Articles of dissolution.

Section 7-6-55. - Filing of articles of dissolution.

Section 7-6-56. - Revocation of certificate of incorporation.

Section 7-6-57. - Issuance of certificate of revocation.

Section 7-6-58. - Withdrawal of certificate of revocation.

Section 7-6-59. - Appeal from revocation of articles of incorporation.

Section 7-6-60. - Jurisdiction of court to liquidate assets and affairs of the corporation.

Section 7-6-61. - Procedure in liquidation of corporation by court.

Section 7-6-62. - Qualification of receivers.

Section 7-6-63. - Filing of claims in liquidation proceedings.

Section 7-6-64. - Discontinuance of liquidation proceedings.

Section 7-6-65. - Decree of involuntary dissolution.

Section 7-6-66. - Filing of decree of dissolution.

Section 7-6-67. - Deposits with general treasurer.

Section 7-6-68. - Survival of remedy after dissolution.

Section 7-6-69. - Continuation of certain corporate powers.

Section 7-6-70. - Admission of foreign corporation.

Section 7-6-71. - Powers of foreign corporation.

Section 7-6-72. - Corporate name of foreign corporation.

Section 7-6-73. - Change of name by foreign corporation.

Section 7-6-74. - Application by foreign corporation for certificate of authority.

Section 7-6-75. - Filing of application by foreign corporation for certificate of authority.

Section 7-6-76. - Effect of certificate of authority by foreign corporation.

Section 7-6-77. - Registered office and registered agent of foreign corporation.

Section 7-6-78. - Change of registered office or registered agent of foreign corporation.

Section 7-6-79. - Service of process on foreign corporation.

Section 7-6-80. - Amendment to articles of incorporation of foreign corporation.

Section 7-6-80.1. - Foreign application for transfer of authority.

Section 7-6-81. - Merger of foreign corporation authorized to conduct affairs in this state.

Section 7-6-82. - Amended certificate of authority.

Section 7-6-83. - Withdrawal of foreign corporation.

Section 7-6-84. - Filing of application for withdrawal.

Section 7-6-85. - Revocation of certificate of authority.

Section 7-6-86. - Issuance of certificate of revocation.

Section 7-6-87. - Withdrawal of certificates of revocation.

Section 7-6-88. - Appeal from revocation of certificate of authority.

Section 7-6-89. - Conducting affairs without certificate of authority.

Section 7-6-90. - Annual report of domestic and foreign corporations.

Section 7-6-91. - Filing of annual report of domestic and foreign corporations.

Section 7-6-92. - Fees for filing documents and issuing certificates.

Section 7-6-93. - Miscellaneous charges.

Section 7-6-94. - Penalties imposed upon corporation.

Section 7-6-95. - Penalties imposed upon directors and officers.

Section 7-6-96. - Interrogatories by secretary of state.

Section 7-6-97. - Information disclosed by interrogatories.

Section 7-6-98. - Powers of secretary of state.

Section 7-6-99. - Appeal from secretary of state.

Section 7-6-100. - Certificates and certified copies to be received in evidence.

Section 7-6-101. - Forms to be furnished by secretary of state.

Section 7-6-102. - Greater voting requirements.

Section 7-6-103. - Waiver of notice.

Section 7-6-104. - Action by incorporators, members, or directors without a meeting.

Section 7-6-105. - Unauthorized assumption of corporate powers.

Section 7-6-106. - Reservation of power.

Section 7-6-107. - Effect of repeal of prior chapters.

Section 7-6-108. - Effect of invalidity of part of this chapter.