2012 -- H 7547

=======

LC01378

=======

STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2012

____________

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:

1-1

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

1-2

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

1-3

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

1-4

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

1-5

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

1-6

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

1-7

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

1-8

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

1-9

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

1-10

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

1-11

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

1-12

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

1-13

limitations on the authority contained in the bylaws.

1-14

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

1-15

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

1-16

thousand dollars ($190,000) per year.

1-17

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

1-18

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

1-19

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

1-20

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

2-1

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

2-2

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

2-3

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

2-4

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

2-5

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

2-6

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

2-7

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

2-8

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

2-9

provided in the articles of incorporation or the bylaws.

2-10

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

2-11

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

2-12

thousand dollars ($190,000) per year.

2-13

     SECTION 3. This act shall take effect upon passage.

     

=======

LC01378

=======

EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- OFFICERS

***

3-1

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

3-2

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

3-3

($190,000) a year.

3-4

     This act would take effect upon passage.

     

=======

LC01378

=======

H7547