2014 -- S 2443

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LC003691

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2014

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

     Introduced By: Senator Juan M.Pichardo

     Date Introduced: February 27, 2014

     Referred To: Senate Commerce

     (Secretary of State)

It is enacted by the General Assembly as follows:

     SECTION 1. Sections 7-6-2 and 7-6-90 of the General Laws in Chapter 7-6 entitled

"Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:

     7-6-2. Definitions. -- As used in this chapter, unless the context otherwise requires, the

term:

      (1) "Articles of incorporation" means the original or restated articles of incorporation or

articles of consolidation and all amendments to it, including articles of merger and special acts of

the general assembly creating corporations.

      (2) "Board of directors" means the group of persons vested with the management of the

affairs of the corporation (including, without being limited to, a board of trustees) regardless of

the name by which the group is designated.

      (3) "Bylaws" means the code or codes of rules adopted for the regulation or management

of the affairs of the corporation regardless of the name or names by which the rules are

designated.

      (4) "Corporation" or "dDomestic corporation" means a nonprofit corporation subject to

the provisions of this chapter, except a foreign corporation.

      (5) "Delivering/Delivered" means either physically transferring a paper document to the

secretary of state or transferring a document to the secretary of state by electronic transmission

through a medium provided and authorized by the secretary of state.

      (6) "Director" means a member of a board of directors.

      (7) "Filing" means delivered to the secretary of state in either paper format or electronic

transmission through a medium provided and authorized by the secretary of state.

      (8) "Foreign corporation" means a nonprofit corporation organized under laws other than

the laws of this state.

      (9) "Insolvent" means inability of a corporation to pay its debts as they become due in

the usual course of its affairs.

      (10) "Member" means one having membership rights in a corporation in accordance with

the provisions of its articles of incorporation or bylaws regardless of the name by which the

person is designated.

      (11) "Nonprofit corporation" means a corporation of which no part of the income or

profit of which is distributable to its members, directors, or officers, except as otherwise

expressly permitted by this chapter.

      (12) "Volunteer" means an individual performing services for a nonprofit corporation

without compensation.

      (13) "Signature" or "Signed" or "Executed" means an original signature, facsimile, or an

electronically transmitted signature submitted through a medium provided and authorized by the

secretary of state.

      (14) "Electronic transmission" means any form of communication, not directly involving

the physical transmission of paper, that creates a record that may be retained, retrieved, and

reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a

recipient through an automated process.

     (15) "Authorized Representative" means a person who is duly authorized by a nonprofit

corporation's board of directors to act on behalf of the nonprofit corporation.

     7-6-90. Annual report of domestic and foreign corporations. -- (a) Each domestic

corporation, and each foreign corporation authorized to conduct affairs in this state, shall file,

within the time prescribed by this chapter, an annual report setting forth the following

information as of the date of the report:

      (1) The name of the corporation and the state or country under the laws of which it is

incorporated.

      (2) The address of the registered office of the corporation in this state, and the name of

its registered agent in this state at the address.

      (3) The address of the principal office of the corporation.

      (4) A brief statement of the character of the affairs which that the corporation is actually

conducting, or, in the case of a foreign corporation, which that the corporation is actually

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conducting in this state.

      (5) The names and respective addresses of the directors and officers of the corporation.

      (b) The annual report shall be made on forms prescribed and furnished by the secretary

of state, and the information contained in the report shall be given as of the date of the execution

of the report. It shall be executed by the corporation by its president, a vice president, secretary,

an assistant secretary, or treasurer or authorized representative, or, if the corporation is in the

hands of a receiver or trustee, it shall be executed on behalf of the corporation by the receiver or

trustee.

     SECTION 2. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS

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     This act would establish the position of an "authorized representative" for nonprofit

corporations, and would authorize an authorized representative to execute the nonprofit

corporation's annual report.

     This act would take effect upon passage.

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