2012 -- H 7547

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LC01378

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

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A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- OFFICERS

     Introduced By: Representatives McNamara, and Bennett

     Date Introduced: February 15, 2012

     Referred To: House Finance

It is enacted by the General Assembly as follows:

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     SECTION 1. Section 7-1.2-812 of the General Laws in Chapter 7-1.2 entitled "Rhode

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Island Business Corporation Act" is hereby amended to read as follows:

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     7-1.2-812. Officers. -- (a) The officers of a corporation consist of a president, a secretary,

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and a treasurer, and such other officers as are authorized by the bylaws or the board of directors

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each of whom is elected by the board of directors or by the shareholders at a time and in a manner

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as prescribed by the bylaws. Any other officers and assistant officers and agents as that are

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necessary may be elected or appointed by the board of directors or by the shareholders or chosen

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in another manner prescribed by the bylaws. Any two (2) or more offices may be held by the

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same person. A failure to elect officers does not dissolve or otherwise affect the corporation.

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      (b) All officers of the corporation, as between themselves and the corporation, have the

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authority and perform any duties in the management of the corporation that may be provided in

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the bylaws, or that may be determined by resolution of the board of directors, subject to any

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limitations on the authority contained in the bylaws.

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     (c) No officer of a corporation under this chapter that receives funding or reimbursement

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from Medicare shall receive a salary and benefit package which exceeds one hundred ninety

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thousand dollars ($190,000) per year.

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     SECTION 2. Section 7-6-28 of the General Laws in Chapter 7-6 entitled "Rhode Island

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Nonprofit Corporation Act" is hereby amended to read as follows:

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     7-6-28. Officers. -- (a) The officers of a corporation consist of a president, one or more

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vice presidents, if prescribed by the bylaws, a secretary, a treasurer, and any other officers and

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assistant officers that are deemed necessary, each of whom shall be elected or appointed at the

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time and in the manner and for the terms not exceeding three (3) years that are prescribed in the

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articles of incorporation or the bylaws. In the absence of any provision, all officers shall be

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elected or appointed annually by the board of directors. Any two (2) or more offices may be held

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by the same person, except the offices of president and secretary.

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      (b) The articles of incorporation or the bylaws may provide that any one or more officers

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of the corporation are ex officio members of the board of directors.

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      (c) The officers of a corporation may be designated by any additional titles that may be

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provided in the articles of incorporation or the bylaws.

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     (d) No officer of a corporation under this chapter that receives funding or reimbursement

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from Medicare shall receive a salary and benefit package which exceeds one hundred ninety

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thousand dollars ($190,000) per year.

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     SECTION 3. This act shall take effect upon passage.

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LC01378

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- OFFICERS

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     This act would limit the compensation for officers of profit and non-profit corporations

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receiving funding from Medicare to not more than one hundred ninety thousand dollars

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($190,000) a year.

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     This act would take effect upon passage.

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LC01378

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