Chapter 05-036
2005 -- H 5750 AS AMENDED
Enacted 06/09/05
A N A C T
RELATING TO CORPORATIONS,
ASSOCIATIONS AND PARTNERSHIPS
Introduced
By: Representatives Anguilla, Jacquard, O`Neill, Schadone, and
Date
Introduced: February 17, 2005
It is enacted by the General Assembly as follows:
SECTION 1. Section
5-61-2 of the General Laws in Chapter 5-61 entitled "Telephone
Sales Solicitation Act" is hereby amended to read
as follows:
5-61-2.
Definitions. -- As used in this chapter:
(1) "Department" means the department of attorney general.
(2) "Item" means any goods and services and includes coupon books,
which are to be
used
with businesses other than the seller's business.
(3) "Owner" means a person who owns or controls ten percent (10%) or
more of the
equity
of, or otherwise has claim to ten percent (10%) or more of the net income of, a
telephonic
seller.
(4) "Person" includes an individual, firm, association, corporation, partnership,
joint
venture,
or any other business entity.
(5) "Principal" means an owner, an executive officer of a
corporation, a general partner
of
a partnership, a sole proprietor of a sole proprietorship, a trustee of a trust
or any other
individual
with similar supervisory functions with respect to any person.
(6) "Purchaser" or "prospective purchaser" means a person
who is solicited to become or
does
become obligated to a telephonic seller.
(7) "Salesperson" means any individual employed, appointed or
authorized by a
telephonic
seller, whether referred to by the telephonic seller as an agent,
representative, or
independent
contractor who attempts to solicit or solicits a sale on behalf of the
telephonic seller.
The
principals of a seller are themselves salespersons if they solicit sales on
behalf of the
telephonic
seller.
(8) "Telephonic seller" or "seller" means a person who, on
his or her own behalf or
through
salespersons or through the use of an automatic dialing-announcing device,
causes a
telephone
solicitation or attempted telephone solicitation to occur which meets the
criteria
specified
as follows:
(i) A telephone solicitation or attempted telephone solicitation where the
telephonic
seller
initiates or engages in telephonic contact with a prospective purchaser and
represents or
implies
one or more of the following:
(A) That a prospective purchaser who buys one or more items will also receive
additional
or other items, whether or not of the same type as purchased, without
"further cost".
For
the purposes of this subdivision, "further cost" does not include
actual postage or common
carrier
delivery charges, if any;
(B) That a prospective purchaser will receive a prize or gift, if the person also
encourages
the prospective purchaser to purchase or rent any goods or services or pay any
money,
including,
but not limited to, a delivery or handling charge;
(C) That a prospective purchaser who buys office equipment or supplies will, because
of
some
unusual event or imminent price increase, be able to buy these items at prices
which are
below
those that are usually charged or will be charged for the items;
(D) That the seller is a person other than the person he or she is;
(E) That the items for sale are manufactured or supplied by a person other than
the actual
manufacturer
or supplier;
(F) That the seller is offering to sell the prospective purchaser any gold,
silver, or other
minerals,
or any interest in oil, gas, or mineral field, wells, or exploration sites.
(ii) Solicitation or attempted solicitation which is made by telephone in
response to
inquiries
generated by advertisements or other form of mail or any types of unrequested
mailing
or
advertisement sent by the seller which requires a consumer to respond
telephonically for
further
information where it is revealed that the seller is offering to sell to the
prospective
purchaser
on behalf of the telephonic seller where it is represented or implied that the
seller is
offering
to sell to the prospective purchaser any gold, silver, or other metals,
diamonds, rubies,
sapphires,
or other stones, coal or other minerals, or any interest in oil, gas, or
mineral fields,
wells,
or exploration sites; or that the seller is offering to sell any goods or
services not
specifically
exempted in subdivision (10) of this section.
(9) "Hours of operation" means Monday through Friday, except a state
or federal
holiday,
nine o'clock (9:00 am) to six o'clock (6:00 pm), Saturday ten o'clock (10:00
am) to five
o'clock
(5:00 pm).
(10) For purposes of this section, "telephonic seller" or
"seller" does not include any of
the
following:
(i) A person selling a security, which has been qualified for sale by the
director of
business
regulation pursuant to section 7-11-301 et seq., or which is exempt under
section 7-11-
401
et seq. from the necessity to qualify.
(ii) A person licensed pursuant to section 5-20.5-6 when the solicited
transaction is
governed
by that law.
(iii) A person licensed pursuant to chapter 1.1 1.2 of title 7,
when the solicited
transaction
is governed by that law.
(iv) A person soliciting the sale of a franchise, which is registered pursuant
to section 19-
28.1-5,
or is exempt under section 19-28.1-6 from the necessity of registering.
(v) A person primarily soliciting the sale of a newspaper of general
circulation, as
defined
in section 9-19.1-1, a magazine or periodical, or contractual plans, including
book and
record
clubs: (A) under which the seller provides the consumer with a form which the
consumer
may
use to instruct the seller not to ship the offered merchandise, and which is
regulated by the
Federal
Trade Commission trade regulation rule concerning "Use of Negative Option
Plans by
Sellers
in Commerce;" or (B) not covered under subparagraph (A) of this paragraph,
such as
continuity
plans, subscription arrangements, standing order arrangements, supplements, and
series
arrangements under which the seller periodically ships merchandise to a
consumer who has
consented
in advance to receive the merchandise on a periodic basis.
(vi) A person soliciting business from prospective purchasers who have
previously
purchased
from the person making the solicitation or the business enterprise for which
the person
is
calling.
(vii) Any supervised financial institution or parent, subsidiary, or affiliate.
As used in
this
paragraph, "supervised financial institution" means any commercial
bank, trust company,
savings
and loan association, credit union, industrial loan company, personal property
broker,
consumer
finance lender, commercial finance lender, or insurer; provided, that the
institution is
subject
to supervision by an official or agency of this state or of the
(viii) A person soliciting the sale of services provided by a cable television
system
licensed
or franchised pursuant to chapter 19 of title 39.
(ix) A person or affiliate of a person whose business is regulated by the
public utilities
commission.
(x) A person soliciting the sale of a farm product, as defined in section
43-3-18, if the
solicitation
neither intends to, nor actually results in, a sale which costs the purchaser
in excess of
one
hundred dollars ($100).
(xi) An issuer or subsidiary of an issuer that has a class of securities which
is subject to
section
12 of the Securities Exchange Act of 1934, 15 U.S.C. section 78 l , and which
is either
registered
or exempt from registration under paragraphs (A), (B), (C), (E), (F), (G), or
(H) of
subsection
(g) of that section.
(xii) A person soliciting sales which are exempted under section 6-13-5 (Unfair
Sales
Practices)
or section 6-13.1-4 (Deceptive Trade Practices).
(xiii) A person soliciting exclusively the sale of telephone answering services
to be
provided
by that person or that person's employer.
SECTION 2. Sections
7-1-5 and 7-1-5.2 of the General Laws in Chapter 7-1 entitled
"Corporations - General Provisions" are
hereby amended to read as follows:
7-1-5.
Corporations organized for the business of insurance. --
Notwithstanding any
general
law to the contrary, any corporation, whether organized with capital stock or
as a mutual
association,
that is organized for the purpose of carrying on within this state the business
of
insurance,
surety, or indemnity, shall be organized pursuant to chapter 1.1 1.2
of this title and
shall
have all the rights and privileges and be subject to provisions of chapter 1 of
title 27,
relating
to domestic insurance companies; provided, however, the articles of
incorporation
comply
with requirements established by rule or regulation promulgated by the director
of the
department
of business regulation, and provided, further, that no insurance corporation
may
commence
business until it has satisfied the requirements enumerated in section 27-1-37.
Any
corporation
as defined in this section and, notwithstanding the provisions of section
27-41-22,
any
corporation organized, created, or established in any manner pursuant to
chapters 19, 20,
20.1,
20.2, 20.3, and 41 of title 27, shall obtain prior approval from the director
of the department
of
business regulation for all charter amendments made pursuant to this title. Any
corporation
defined
in this section created by special act of the general assembly, may amend its
charter
pursuant
to section 7-1.1-53.1, 7-1.2-902, subject to prior approval of
the amendment by the
director
of the department of business regulation.
7-1-5.2.
Mutual insurance associations -- Applicability of chapter. --
Notwithstanding
any
provision of section 7-1-5 to the contrary, and without intending to limit
those sections of
chapter
1.1 1.2 of this title which may not be applicable to mutual associations
by reason of the
fact
that those associations do not have shareholders, the following sections of
chapter 1.1 1.2 of
this
title do not apply to any insurance company organized as a mutual association:
section 7-1.1-
5 7-1.2-601 (Right of corporation to acquire and
dispose of and cancel its own shares); section 7-
1.1-14 7-1.2-602 (Authorized shares; shares in
classes or series; issuance of shares); section 7-
1.1-19 (Determination of amount of stated capital);
section 7-1.1-30 section 7-1.2-705 (Quorum
of
shareholders required for shareholders' action); section 7-1.1-62
(Cancellation of other
reacquired
shares); section 7-1.1-63 (Reduction of stated capital in certain cases);
section 7-1.1-
64
(Creation and application of surplus and reserves); section 7-1.1-73 section 7-1.2-1201 (Rights
of
shareholders to dissent); section 7-1.1-74 7-1.2-1202 (Rights of
dissenting shareholders);
section
7-1.1-90.1 7-1.2-1315 (Avoidance of dissolution by share stock
buyout); and section 7-
1.1-123 7-1.2-1602(c)(2) (License fees payable by
domestic corporations).
SECTION 3. Sections
7-5.1-1, 7-5.1-7 and 7-5.1-8 of the General Laws in Chapter 7-5.1
entitled "Professional Service Corporations"
are hereby amended to read as follows:
7-5.1-1.
Application of general corporation law. -- Except as otherwise provided
in this
chapter,
all provisions of the general corporation law, including the Rhode Island
Business
Corporation
Act, chapter 1.1 1.2 of this title, applicable to domestic
business corporations are
applicable
to corporations organized under this chapter.
7-5.1-7.
Names. -- The names of every professional service corporation shall end
with
the
words "professional corporation" or "corporation" or
"incorporated" or "limited" or the
abbreviations
"p.c." or "pc" or "corp." or
"inc." or "ltd."; and that designation in the corporate
name
constitutes notice to every person or corporation availing him or herself or
itself of the
services
of any corporation, that it is organized under the provisions of this chapter.
However, a
corporation
organized under this chapter may engage in rendering professional services
under a
fictitious
business name subject to provisions of section 7-1.1-7.1 7-1.2-402
. Each regulatory
agency
may impose additional requirements as to the names of corporations organized to
render
professional
services subject to its jurisdiction.
7-5.1-8.
Insurance required. -- (a) Every professional service corporation shall
maintain
insurance
against any liability imposed by law upon the corporation or its employees
arising out
of
the performance of professional services, excluding liability for claims
brought about or
contributed
to by the dishonest, fraudulent, criminal, or malicious acts or omissions of
any
employee.
The insurance shall be maintained in a company lawfully authorized to write
insurance
in
this state and shall be, with respect to each claim, in the aggregate amount of
fifty thousand
dollars
($50,000) multiplied by the number of professional employees of the corporation
as of the
policy
anniversary date. However, in no case is the coverage to be less than one
hundred thousand
dollars
($100,000). Not more than five hundred thousand dollars ($500,000) coverage is
to be
required
of any corporation. Any policy for insurance coverage may include a deductible
provision
in an amount not to exceed twenty-five thousand dollars ($25,000) for each
claim
multiplied
by the number of professional employees of the corporation as of the date of
the
issuance
of the policy.
(b) Every insurance company shall furnish to the incorporators of each
corporation to be
insured
by it a certificate reciting that application for the insurance has been duly
made and that a
policy
of insurance as required will be issued, the amount of coverage to be provided,
and the
expiration
date of the policy. The incorporators shall file the certificate in the office
of the
secretary
of state at the time of filing the original and a duplicate of the
articles of association,
and
the secretary of state shall not certify the duplicate articles of
association unless the certificate
of
insurance has been filed. Subsequently, every insurer shall notify the
secretary of state and the
insured
of the termination of the insurance not more than thirty (30) days nor less
than ten (10)
days
before the effective date of the termination. Upon receipt of the notice, the
secretary of state
shall
inform the appropriate regulatory agency of the notice.
SECTION 4. Sections
7-6-11, 7-6-35, 7-6-41, 7-6-42, 7-6-43, 7-6-44, 7-6-46, 7-6-48, 7-
6-55, 7-6-58, 7-6-72, 7-6-75, 7-6-82, 7-6-84 7-6-87
and 7-6-93 of the General Laws in Chapter
7-6 entitled "Rhode Island Nonprofit Corporation
Act" are hereby amended to read as follows:
7-6-11.
Corporate name. -- (a) The corporate name:
(1) Shall not contain any word or phrase which indicates or implies that it is
organized
for
any purpose other than one or more of the purposes contained in its articles of
incorporation.
(2) Shall not be the same as or deceptively similar to distinguishable
upon the records of
the
secretary of state from:
(i) The name of any corporation, whether for profit or not for profit, limited
partnership
or
domestic or foreign limited liability company organized under the laws of, or
registered or
qualified
or authorized to do business or conduct affairs in this state; or
(ii) Any name which is filed, reserved or registered under this title, or as
permitted by the
laws
of this state, subject to the following:
(A) This provision shall not apply if the applicant files with the secretary of
state either
of
the following:
(I) The written consent of the other corporation, nonbusiness corporation or
other
association,
domestic or foreign limited partnership, domestic or foreign limited liability
company
or holder of a filed, reserved or registered name, to use the name or
deceptively similar
name
and one or more words are added to make the name distinguishable from the other
name; or
(II) A a certified copy of a final decree of a court of competent
jurisdiction establishing
the
prior right of the applicant to the use of the name in this state; and
(iii) The name may be the same as, or deceptively similar to, the name
of a corporation,
nonbusiness
corporation or other association the certificate of incorporation or
organization of
which
has been revoked by the secretary of state as permitted by law, and the
revocation has not
been
withdrawn within one year from that date.
(3) Shall be translated into letters of the English alphabet, if it is not in
English.
(b) (1) Any nonprofit corporation organized under the laws of, or registered or
qualified
to
do business in this state may transact its affairs in this state under a
fictitious name if it files a
fictitious
business name statement in accordance with this subsection.
(2) A fictitious business name statement shall be filed in duplicate
with the secretary of
state
accompanied by a fee of twenty dollars ($20.00), and shall be executed by an
authorized
person
of the nonprofit corporation or by a person with authority to do so under the
laws of the
state
or other jurisdiction of the organization of the nonprofit corporation and
shall describe:
(i) The fictitious business name to be used; and
(ii) The name of the nonprofit corporation, the state or other jurisdiction in
which the
nonprofit
corporation is organized and date of the nonprofit corporation's organization.
(3) The fictitious business name statement expires upon the filing of a
statement of
abandonment
of use of a fictitious business name registered in accordance with this
subsection or
upon
the dissolution of the domestic corporation or the cancellation of registration
of the foreign
corporation.
(4) The statement of abandonment of use of a fictitious business name under
this
subsection
shall be filed in duplicate with the secretary of state, shall be
executed in the same
manner
as provided in subsection (b)(2), and shall describe:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business name statement being
abandoned
was
filed; and
(iii) The information described in subdivision (2)(ii) of subsection (b).
(5) No domestic or foreign nonprofit corporation conducting its affairs under a
fictitious
business
name contrary to the provisions of this section, or its assignee, may maintain
any action
upon
or because of any contract made, or transaction had, in the fictitious business
name in any
court
of the state or until a fictitious business name statement has been filed in
accordance with
this
section.
(6) No nonprofit corporation may conduct its affairs under a fictitious
business name
pursuant
to this section which is the same as or deceptively similar to not
distinguishable upon the
records
of the secretary of state from the
name of any corporation, limited partnership or domestic
or
foreign limited liability company organized under the laws of, or registered or
qualified to do
business
in this state or any name which is filed, reserved or registered under this
title or as
permitted
by the laws of this state, subject to the following:
(i) This provision does not apply if the applicant files with the secretary of
state either of
the
following:
(A) The written consent of the other corporation, nonbusiness corporation or
other
association,
domestic or foreign limited partnership, domestic or foreign limited liability
company
or holder of a filed, reserved or registered name, to use the same or
deceptively similar
name
and one or more words are added to make the name distinguishable from the other
name; or
(B) (ii) A a certified copy of a final decree of a
court of competent jurisdiction
establishing
the prior right of the applicant to the use of the name in this state; and
(iii) The name may
be the same as, or deceptively similar to, to the name of a
corporation,
nonbusiness corporation or other association the certificate of incorporation
or
organization
of which has been revoked by the secretary of state as permitted by law, and
the
revocation
has not been withdrawn within one year from that date.
7-6-35.
Filing of articles of incorporation. -- (a) Duplicate originals of
tThe articles of
incorporation
shall be delivered to the secretary of state. If the secretary of state finds
that the
articles
of incorporation conform to law, the secretary of state shall, when all fees
have been paid
as
in this chapter prescribed:
(1) Endorse on each of the duplicate originals the word
"Filed," and the month, day, and
year
of the filing.
(2) File one of the duplicate originals in the secretary
of state's office.
(3) Issue a certificate of incorporation to which the secretary of state
shall affix the other
duplicate
original.
(b) The certificate of incorporation, together with the duplicate original
of the articles of
incorporation
affixed to it by the secretary of state,
shall be returned delivered to the incorporators
or
their representative.
7-6-41.
Effectiveness of amendment. -- (a) Duplicate originals of tThe
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 of state shall, when all fees have
been paid as
in
this chapter prescribed:
(1) Endorse on each of the duplicate originals the word
"Filed," and the month, day, and
year
of the filing.
(2) File one of the duplicate originals in the secretary
of state's office.
(3) Issue a certificate of amendment to which the secretary of state shall
affix the other
duplicate
original.
(b) The certificate of amendment, together with the duplicate original of
the articles of
amendment
affixed to it by the secretary of state,
shall be returned delivered to the corporation or
its
representative.
(c) Upon the issuance of the certificate of amendment by the secretary of
state, or upon
any
later date, not more than 30 days after the filing of articles of amendment,
that is set forth in
the
articles, the amendment becomes effective and the articles of incorporation are
deemed to be
amended
accordingly.
(d) No amendment affects any existing cause of action in favor of or against
the
corporation,
or any pending action to which the corporation is a party, or the existing
rights of
persons
other than members; and, in the event the corporate name is changed by
amendment, no
action
brought by or against the corporation under its former name abates for that
reason.
7-6-42.
Restated articles of incorporation. -- (a) A domestic corporation may
at any
time
restate its articles of incorporation as previously amended, in the following
manner:
(1) If there are members entitled to vote on the restated articles, the board
of directors
shall
adopt a resolution setting forth the proposed restated articles of
incorporation and directing
that
they be submitted to a vote at a meeting of members entitled to vote on them,
which may be
either
an annual or a special meeting.
(2) Written notice setting forth the proposed restated articles or a summary of
their
provisions
shall be given to each member entitled to vote on them, within the time and in
the
manner
provided in this chapter for the giving of notice of meetings of members. If
the meeting is
an
annual meeting, the proposed restated articles or a summary of their provisions
may be
included
in the notice of the annual meeting.
(3) At the meeting a vote of the members entitled to vote on the restated
articles shall be
taken
on them, which shall be adopted upon receiving the affirmative vote of a
majority of the
members
entitled to vote on them present at the meeting or represented by proxy.
(4) If there are no members, or no members entitled to vote on them, the
proposed
restated
articles shall be adopted at a meeting of the board of directors upon receiving
the
affirmative
vote of a majority of the directors in office.
(b) Upon approval, restated articles of incorporation shall be executed in
duplicate by the
corporation
by its president or vice president and by its secretary or assistant secretary
and shall
set
forth:
(1) The name of the corporation.
(2) The period of its duration.
(3) The purpose or purposes which the corporation is authorized to pursue.
(4) Any other provisions, not inconsistent with law, which are then set forth
in the
articles
of incorporation as previously amended, except that it is not necessary to set
forth in the
restated
articles of incorporation the registered office of the corporation, its
registered agent, its
directors
or its incorporators.
(c) The restated articles of incorporation shall state that they correctly set
forth the
provisions
of the articles of incorporation as previously amended, that they have been
duly
adopted
as required by law, and that they supersede the original articles of
incorporation and all
amendments
to them.
(d) Duplicate originals of tThe restated articles of
incorporation shall be delivered to the
secretary
of state. If the secretary of state finds that the restated articles conform to
law, the
secretary
of state shall, when all fees have been paid as in this chapter prescribed:
(1) Endorse on each of the duplicate originals the word
"Filed," and the month, day, and
year
of the filing.
(2) File one of the duplicate originals in the secretary
of state's office.
(3) Issue a restated certificate of incorporation to which the secretary of
state shall affix
the
other duplicate original.
(e) The restated certificate of incorporation, together with the duplicate
original of the
restated
articles of incorporation affixed to it by the secretary of state, shall be returned delivered
to
the corporation or its representative.
(f) Upon the issuance of the restated certificate of incorporation by the
secretary of state,
the
restated articles of incorporation become effective and supersede the original
articles of
incorporation
and all amendments to them.
7-6-43.
Procedure for merger. -- (a) Notwithstanding anything to the contrary
contained
in
any general or public law, rule, or regulation, any two (2) or more
corporations whether
defined
in section 7-6-2 or section 7-1.1-2 7-1.2-106 may merge into one
of the corporations
pursuant
to a plan of merger approved in the manner provided in this chapter. This
section does
not
apply to insurance holding company systems as defined in section 27-35-1.
(b) Each corporation shall adopt a plan of merger setting forth:
(1) The names of the corporations proposing to merge, and the name of the
corporation
into
which they propose to merge, which is subsequently designated as the surviving
corporation.
(2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the articles of incorporation of the
surviving
corporation
to be effected by the merger.
(4) Such other provisions regarding the proposed merger that are deemed
necessary or
desirable.
7-6-44.
Procedure for consolidation. -- (a) Notwithstanding anything to the
contrary
contained
in any general or public law, rule, or regulation, any two (2) or more
corporations,
whether
defined in section 7-6-2 or section 7-1.1-2, 7-1.2-106, may
consolidate into one of the
corporations
pursuant to a plan of consolidation approved in the manner provided in this
chapter.
This
section does not apply to insurance holding company systems as defined in
section 27-35-1.
(b) Each corporation shall adopt a plan of consolidation setting forth:
(1) The names of the corporations proposing to consolidate, and the name of the
new
corporation
into which they propose to consolidate, which is subsequently designated as the
new
corporation.
(2) The terms and conditions of the proposed consolidation.
(3) Regarding the new corporation, all of the statements required to be set
forth in
articles
of incorporation for corporations organized under this chapter.
(4) Any other provisions regarding the proposed consolidation that are deemed
necessary
or
desirable.
7-6-46.
Articles of merger or consolidation. -- (a) Upon approval, articles of
merger or
articles
of consolidation shall be executed in duplicate by each corporation by
its president or a
vice
president and by its secretary or an assistant secretary, and shall set forth:
(1) The plan of merger or the plan of consolidation.
(2) If the members of any merging or consolidating corporation are entitled to
vote on
the
plan, then as to each corporation:
(i) A statement setting forth the date of the meeting of members at which the
plan was
adopted,
that a quorum was present at the meeting, and that the plan received at least a
majority
of
the votes which members present at the meeting or represented by proxy were
entitled to cast;
or
(ii) A statement that the plan was adopted by a consent in writing signed by
all members
entitled
to vote on it.
(3) If any merging or consolidating corporation has no members, or no members
entitled
to
vote on the plan, then as to each corporation a statement of the fact, the date
of the meeting of
the
board of directors at which the plan was adopted, and a statement of the fact
that the plan
received
the vote of a majority of the directors in office.
(b) Duplicate originals of tThe articles of merger or
articles of consolidation shall be
delivered
to the secretary of state. If the secretary of state finds that the articles
conform to law,
he
or she shall, when all fees have been paid as prescribed in this chapter:
(1) Endorse on each of the duplicate originals the word
"Filed," and the month, day, and
year
of the filing.
(2) File one of the duplicate originals in the secretary
of state's office.
(3) Issue a certificate of merger or a certificate of consolidation to which
the secretary of
state
shall affix the other duplicate original.
(c) The certificate of merger or certificate of consolidation, together with
the duplicate
original
of the articles of merger or articles of consolidation affixed to it by the
secretary of state,
shall
be returned delivered to the surviving or new corporation, as the
case may be, or its
representative.
7-6-48.
Merger or consolidation of domestic and foreign corporations. -- (a)
Notwithstanding
anything to the contrary contained in any general or public law, rule, or
regulation,
any two (2) or more corporations, whether defined in section 7-6-2 or section 7-1.1-2
7-1.2-106 may be merged or consolidated in the following
manner, if the merger or consolidation
is
permitted by the laws of the state under which each foreign corporation is
organized:
(1) Each domestic corporation shall comply with the provisions of this chapter
regarding
the
merger or consolidation of domestic corporations and each foreign corporation
shall comply
with
the applicable provisions of the laws of the state under which it is organized.
(2) If the surviving or new corporation is to be governed by the laws of any
state other
than
this state, it shall comply with the provisions of this chapter with respect to
foreign
corporations
if it is to conduct affairs in this state, and in every case it shall file with
the secretary
of
state of this state:
(i) An agreement that it may be served with process in this state in any
proceeding for
the
enforcement of any obligation of any domestic corporation which is a party to
the merger or
consolidation;
and
(ii) An irrevocable appointment of the secretary of state of this state as its
agent to accept
service
of process in any proceeding.
(b) The effect of the merger or consolidation shall be the same as in the case
of the
merger
or consolidation of domestic corporations, if the surviving or new corporation
is to be
governed
by the laws of this state. If the surviving or new corporation is to be
governed by the
laws
of any state other than this state, the effect of the merger or consolidation
is the same as in
the
case of the merger or consolidation of domestic corporations except insofar as
the laws of the
other
state provide otherwise.
(c) After approval by the members or, if there are no members entitled to vote
on it, by
the
board of directors, and at any time prior to the filing of the articles of
merger or consolidation,
the
merger or consolidation may be abandoned pursuant to provisions for abandonment
set forth
in
the plan of merger or consolidation.
(d) This section does not apply to insurance holding company systems as defined
in
section
27-35-1.
7-6-55.
Filing of articles of dissolution. -- (a) Duplicate originals of
tThe articles of
dissolution
shall be delivered to the secretary of state. If the secretary of state finds
that the
articles
of dissolution conform to law, the secretary of state shall, when all fees have
been paid as
prescribed
in this chapter:
(1) Endorse on each of the duplicate originals the word
"Filed," and the month, day, and
year
of the filing.
(2) File one of the duplicate originals in the secretary
of state's office.
(3) Issue a certificate of dissolution to which he or she shall affix the
other duplicate
original.
(b) The certificate of dissolution, together with the duplicate original of
the articles of
dissolution
affixed to by the secretary of state,
shall be returned delivered to the representative of
the
dissolved corporation. Upon the issuance of the certificate of dissolution the
existence of the
corporation
ceases, except for the purpose of suits, other proceedings, and appropriate
corporate
action
by members, directors, and officers as provided in this chapter.
7-6-58.
Withdrawal of certificate of revocation. -- (a) Within ten (10) years
after
issuing
a certificate of revocation as provided in section 7-6-57, the secretary of
state may
withdraw
the certificate of revocation and reinstate the corporation in good standing:
(1) Upon filing by the corporation of the documents it had previously failed to
file as set
forth
in subsections (a)(3) -- (a)(6) of section 7-6-56; and
(2) Upon the payment by the corporation of a penalty in the amount of
twenty-five
dollars
($25.00) for each year or part of a year that has elapsed since the issuance of
the
certificate
of revocation.
(b) If as permitted by section 7-6-11(2) another corporation, whether business
or
nonprofit,
or domestic or foreign qualified to transact business in this state, bears or
has filed a
fictitious
business name statement with respect to or reserved or registered in a name
which is the
same
as, or deceptively similar to, the name of a corporation regarding which
the certificate of
revocation
is proposed to be withdrawn, the secretary of state shall condition the
withdrawal of
the
certificate of revocation upon the reinstated corporation's amending its
articles of
incorporation
so as to designate a name which is not the same as, or deceptively similar
to,
distinguishable
upon the records of the secretary of state from its former name.
(c) Upon the withdrawal of the certificate of revocation and reinstatement of
the
corporation
in good standing as provided in subsection (a), title to any real estate, or
any interest
in
real estate, held by the corporation at the time of the issuance of the
certificate of revocation
and
not conveyed subsequent to the revocation of its certificate of incorporation
shall be deemed
to
be revested in the corporation without further act or deed.
7-6-72.
Corporate name of foreign corporation. -- No certificate of authority
shall be
issued
to a foreign corporation unless the corporate name of the corporation:
(1) Does not contain any word or phrase which indicates or implies that it is
organized
for
any purpose other than one or more of the purposes contained in its articles of
incorporation.
(2) Is not the same as, or deceptively similar to, distinguishable
upon the records of the
secretary
of state from the name of any
corporation, whether for profit or not for profit, domestic
or
foreign limited partnership or domestic or foreign limited liability company
organized under
the
laws of, or registered or qualified or authorized to transact business or
conduct affairs in this
state,
or any name, or which is filed, reserved or registered under this title.
(3) Is translated into letters of the English alphabet, if it is not in
English.
7-6-75.
Filing of application for certificate of authority. -- (a) Duplicate
originals of
tThe
application of the corporation for a certificate of authority shall be
delivered to the secretary
of
state, together with a copy of its articles of incorporation and all amendments
to it, duly
certified
by the proper officer of the state or country under the laws of which it is
incorporated.
(b) If the secretary of state finds that the application conforms to law, the
secretary of
state
shall, when all fees have been paid as prescribed in this chapter:
(1) Endorse on each of the documents the word "Filed," and the
month, day, and year of
the
filing.
(2) File in the secretary of state's office one of the duplicate
originals of the application
and
the copy of the articles of incorporation and amendments to it.
(3) Issue a certificate of authority to conduct affairs in this state to
which the secretary of
state
shall affix the other duplicate original application.
(c) The certificate of authority, together with the duplicate original of
the application
affixed
to it by the secretary of state,
shall be returned delivered to the corporation or its
representative.
7-6-82.
Amended certificate of authority. -- (a) A foreign corporation authorized
to
conduct
affairs in this state shall procure an amended certificate of authority by
making
application
for one with the secretary of state if it changes its corporate name or desires
to pursue
in this
state other or additional purposes than those set forth in its prior
application for a
certificate
of authority.
(b) The requirements as to the form and contents of the application, the manner
of its
execution,
the filing of the duplicate originals of it with the
secretary of state, the issuance of an
amended
certificate of authority and its effect, are the same as in the case of an
original
application
for a certificate of authority.
7-6-84.
Filing of application for withdrawal. -- (a) Duplicate originals of
tThe
application
for withdrawal shall be delivered to the secretary of state. If the secretary
of state
finds
that the application conforms to the provisions of this chapter, the secretary
of state shall,
when
all fees have been paid as prescribed in this chapter:
(1) Endorse on each of the duplicate originals the word
"Filed," and the month, day, and
year
of the filing.
(2) File one of the duplicate originals in the secretary
of state's office.
(3) Issue a certificate of withdrawal, to which the secretary of state shall
affix the other
duplicate
original.
(b) The certificate of withdrawal, together with the duplicate original of
the application
for
withdrawal affixed to it by the secretary of state, shall be returned delivered to the
corporation
or
its representative. Upon the issuance of the certificate of withdrawal, the
authority of the
corporation
to conduct affairs in this state ceases.
7-6-87.
Withdrawal of certificates of revocation. -- Within ten (10) years
after issuing a
certificate
of revocation as provided in section 7-6-86, the secretary of state may
withdraw the
certificate
of revocation and reinstate the corporation in good standing:
(1) Upon the filing by the corporation of the documents it had previously
failed to file as
set
forth in subsections (a)(1) through (a)(4), inclusive, of section 7-6-85; and
(2) (i) Upon the payment by the corporation of a penalty of twenty-five dollars
($25.00)
for
each year or part of a year that has elapsed since the issuance of the
certificate of revocation.
(ii) If as permitted by section 7-6-72(2) another corporation, whether business
or
nonprofit,
or domestic or foreign, qualified to transact business in this state, bears or has
filed a
fictitious
business name statement regarding or reserved or registered a name which is the
same
as,
or deceptively similar to, the name of a corporation regarding which the
certificate of
revocation
is proposed to be withdrawn, the secretary of state shall condition the
withdrawal of a
certificate
of revocation upon the reinstated corporation's amending its articles of
incorporation so
as
to designate a name which is not the same as, or deceptively similar to,
distinguishable upon
the
records of the secretary of state from
its former name.
7-6-93.
Miscellaneous charges. -- The secretary of state shall charge and
collect:
(1) For furnishing a certified copy of any document, instrument, or paper
relating to a
corporation,
fifty cents ($.50) fifteen cents ($.15) per page and five dollars
($5.00) for the
certificate
and affixing the seal to it.
(2) At the time of any service of process on the secretary of state as resident
agent of a
corporation,
fifteen dollars ($15.00), which is recoverable as taxable costs by the party to
the suit
or
action causing the service to be made if the party prevails in the suit or
action.
(3)
For issuing a certificate of good standing/letter of status, five dollars
($5.00),
(4) For issuing a certificate of
fact, five dollars ($5.00).
SECTION 5. Sections
7-6.1-5, 7-6.1-6 and 7-6.1-7 of the General Laws in Chapter 7-6.1
entitled "Cooperative Housing Corporations"
are hereby amended to read as follows:
7-6.1-5.
Applicability of other laws -- Conflict of laws. -- The provisions of
chapter 1.1
1.2 of this title are applicable to cooperative housing
corporations. However, a limited equity
housing
corporation may elect to apply the provisions of chapter 6 of this title to the
corporation's
operation
in lieu of chapter 1.1 1.2 of this title. All cooperative housing
corporations shall enjoy
the
powers and privileges, and be subject to the duties, restrictions, and
liabilities of other
corporations,
except where inconsistent with the letter and purpose of this chapter. This
chapter
takes
precedence in the event of any conflict with provisions of chapter 1.1 1.2
or 6 of this title.
7-6.1-6.
Articles of organization. -- Three (3) or more persons who are
residents of the
state
may organize a cooperative housing corporation by filing articles of
organization with the
secretary
of the state. The articles must meet the requirements of chapter 1.1 1.2
of this title and
shall
additionally state:
(1) Whether transfer of its stock is restricted;
(2) Whether or not it is authorized to pay dividends on its stock, but no
cooperative
corporation
may pay a dividend of more than ten percent (10%), noncumulative, upon its
stock;
(3) Whether the transfer value of its stock is restricted;
(4) Whether it is organized as a business or nonbusiness cooperative housing
corporation.
7-6.1-7.
Name. -- The name of each cooperative housing corporation must comply
with
the
relevant provisions of chapter 1.1 1.2 or 6 of this title and, in
addition, must contain the word
"cooperative".
SECTION 6. Sections
7-8-3, 7-8-4, 7-8-5, 7-8-6, 7-8-9, 7-8-10, 7-8-27 and 7-8-34 of the
General Laws in Chapter 7-8 entitled "Consumers'
Cooperatives" are hereby amended to read as
follows:
7-8-3.
Authorized purposes. -- An association may be incorporated, with or
without
capital
stock, under this chapter for the purpose of carrying on any lawful business
permitted by
section
7-1.1-3 7-1.2-301 for the mutual benefit of its patrons, or their
patrons, or any patrons'
patrons,
as ultimate consumers, or for the purpose of doing business for the benefit of
its member
patrons
in all things relating directly or indirectly to the catching, processing,
storing,
transporting,
marketing, and distributing of fish and other aquatic products of all kinds.
7-8-4.
Application of general corporation law. -- (a) The provisions of
chapter 1.1 1.2
of
this title apply to associations formed under this chapter, except insofar as
they are inconsistent
with
this chapter.
(b) Wherever, in chapter 1.1 1.2 the word "stockholder"
or "stockholders" is used, the
word
shall be construed, where appropriate, to include within its meaning members in
associations
formed without capital stock. Nothing contained in these chapters, however,
shall be
construed
to permit associations formed under the provisions of this chapter to issue
stock
without
par value.
7-8-5.
Federation and cooperation between associations. -- In addition to the
powers
granted
to it by section 7-1.1-4, 7-1.2-302, an association has power to:
(1) Own and hold membership in other associations formed under any laws of this
state,
or
of any other state, country, nation, or government, and while the holder the
membership, to
exercise
all the rights of membership.
(2) Make agreements of mutual aid or federation with other associations, other
groups
organized
on a cooperative basis, and other nonprofit groups.
7-8-6.
Contents of articles of association. -- The articles of association
shall contain, in
addition
to the information required by section subdivision 7-1.1-48,
with the exception of
subsection
(d) of that section, subdivisions
7-1.2-202(a)(1), (3) and (4), the following:
(1) A statement that the corporation is formed as a cooperative association
under the
provisions
of this chapter.
(2) A statement whether the association is organized with or without shares.
(3) If organized with shares, the information required by section subdivision
7-1.1-48(a)
7-1.2-202(a)(2).
(4) The minimum number or value of shares which must be owned in order to
qualify for
membership;
if organized without shares, a statement whether the property rights of members
are
equal
or unequal, and if unequal, the rule by which their rights are determined.
(5) The maximum amount or percentage of capital which may be owned or controlled
by
any
member.
(6) The method by which any surplus, upon dissolution of the association, is
distributed.
7-8-9.
Amendment of articles. -- (a) The articles of association may be
amended, as
provided
in chapter 1.1 1.2, by an affirmative vote of two-thirds ( 2/3)
of the members voting at a
meeting
duly called for the purpose. If the amendment is to alter the preferences of
outstanding
shares
of any type, or to authorize the issuance of shares having preferences superior
to
outstanding
shares of any type, the affirmative vote of two-thirds ( 2/3) of the members
owning
the
outstanding shares affected by the change is also required for the adoption of
the amendment.
If
the amendment is to alter the rule by which members' property rights in a
nonshare association
are
determined, a vote of two-thirds ( 2/3) of the entire membership is required.
(b) Notice of any meeting to consider amendments to the articles of association
must be
sent
at least three (3) weeks in advance of the meeting to each member at his or her
last known
address,
accompanied by the full text of the proposal and the part of the articles to be
amended.
(c) There shall be paid to the secretary of state upon the filing and
certification of the
articles
of amendment a fee of five dollars ($5.00).
7-8-10.
Contents of bylaws. -- The bylaws may, in addition to the provisions
permitted
by subsection
7-1.1-25 7-1.2-203(a), except where inconsistent with this
chapter, provide for:
(1) The method and terms of admission to membership and the disposal of
members'
interests
on cessation of membership for any reason.
(2) The method of distributing the net savings of the association.
7-8-27.
Contents of annual report. -- The annual report of an association shall
include a
statement
of the receipts, expenditures, assets, and liabilities of the association, and
shall, in the
case
of a nonshare association, include, in lieu of the statement concerning its
authorized and
issued
capital stock required by section 7-1.1-118 7-1.2-1501, a
statement of the total number of
members,
the number admitted and withdrawn during the year, and the amount of membership
fees
received.
7-8-34.
Inapplicable law. -- No law in this state that is conflicting or
inconsistent with
any
part of this chapter shall to the extent of the conflict or inconsistency, be
construed as
applicable
to associations formed by authority of this chapter. Sections 7-1.1-24 and
7-1.1-31 7-
1.2-613
and 7-1.2-708 do not apply to
associations organized by authority of this chapter.
SECTION 7. Section
7-12-57 of the General Laws in Chapter 7-12 entitled
"Partnerships" is hereby amended to read as
follows:
7-12-57.
Name of registered limited liability partnerships. -- (a) The name of a
registered
limited liability partnership contains the words "registered limited
liability partnership"
or
the abbreviation "L.L.P" or "LLP" as the last words or
letters of its name.
(b) The name cannot be the same, or deceptively similar to, shall be
distinguishable
upon
the records of the secretary of state from the name of any domestic for-profit or nonprofit
corporation,
or any domestic limited partnership or any domestic limited liability company
or any
registered
limited liability partnership existing under the laws of the state or the name
of any
foreign
for-profit or nonprofit corporation, or foreign limited partnership or foreign
limited
liability
company or foreign registered limited liability partnership authorized to
transact business
in
this state, or a name the exclusive right to which is, at the time filed,
reserved or registered in
the
manner provided under this title, subject to the following:
(1) This provision does not apply if the applicant files with the secretary of
state either of
the
following:
(i) The written consent of the other corporation, limited partnership, limited
liability
company,
registered limited liability partnership, or holder of a filed, reserved or
registered name
to
use the same or deceptively similar name and one or more words are added to
make the name
distinguishable
from the other name; or
(ii) A a certified copy of a final decree of a court of competent
jurisdiction establishing
the
prior right of the applicant to the use of the name in this state; and
(2) The name may be the same as, or deceptively similar to, the name of
a corporation or
limited
liability company or registered limited liability partnership, the certificate
of
incorporation,
authority, organization or registration of which has been revoked by the
secretary
of
state as permitted by law and the revocation has not been withdrawn within one
year from the
date
of the revocation.
SECTION 8. Sections 7-13-2,
7-13-13, 7-13-50, 7-13-54.1 and 7-13-68 of the General
Laws in Chapter 7-13 entitled "Limited
Partnerships" are hereby amended to read as follows:
7-13-2.
Name. -- (a) The name of each limited partnership as presented in its
certificate
of
limited partnership:
(1) Shall contain the words "limited partnership," or the letters and
punctuation "L.P.";
(2) May not contain the name of a limited partner unless
(i) it is also the name of a general partner or the corporate name of a
corporate general
partner,
or
(ii) the business of the limited partnership had been carried on under that
name before
the
admission of that limited partner;
(3) Cannot be the same as, or deceptively similar to, Shall be
distinguishable upon the
records
of the secretary of state from the
name of any corporation, nonbusiness corporation or
other
association, domestic or foreign limited liability company, limited partnership
organized
under
the laws of, or registered or qualified to do business in this state or any
name which is filed,
reserved
or registered under this title or as permitted by the laws of this state,
subject to the
following:
(i) This provision does not apply if the applicant files with the secretary of
state either of
the
following:
(A) The written consent of the other corporation, nonbusiness corporation or
other
association,
limited partnership, domestic or foreign limited liability company or holder of
a filed,
reserved
or registered name, to use the same or deceptively similar name and one or more
words
are
added to make the name distinguishable from the other name; or
(B) A a certified copy of a final decree of a court of competent
jurisdiction establishing
the
prior right of the applicant to the use of the the name in this state; and
(ii) The name may be the same as, or deceptively similar to, the name of
a corporation,
nonbusiness
corporation or other association the certificate of incorporation or organization
of
which
has been revoked by the secretary of state as permitted by law, and the
revocation has not
been
withdrawn within one year from the date of the revocation.
(b) (1) Any domestic or foreign limited partnership formed under the laws of,
or
registered
to do business in this state may transact business in this state under a
fictitious name
provided
that it files a fictitious business name statement in accordance with this
subsection prior
to
the time it commences to conduct business under the fictitious name.
(2) A fictitious business name statement shall be filed in duplicate
with the secretary of
state,
and shall be executed, in the case of a domestic limited partnership, by an
authorized person
and,
in the case of a foreign limited partnership, by a person with authority to do
so under the
laws
of the state or other jurisdiction of its formation, and shall state:
(i) The fictitious business name to be used; and
(ii) The name of the applicant limited partnership or foreign limited
partnership, and the
state
and date of its formation.
(3) The fictitious business name statement expires upon the filing of a
statement of
abandonment
of use of a fictitious business name registered in accordance with this
subsection or
upon
the dissolution of the domestic limited partnership or the cancellation of
registration of the
foreign
limited partnership.
(4) The statement of abandonment of use of a fictitious business name under
this
subsection
shall be filed in duplicate with the secretary of state, shall be
executed in the same
manner
provided in subdivision (2) and shall state:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business name statement being
abandoned
was
filed; and
(iii) The information presented in subdivision (2)(ii) of subsection (b).
(5) No domestic or foreign limited partnership transacting business under a
fictitious
business
name contrary to the provisions of this section, or its assignee, may maintain
any action
upon
or on account of any contract made, or transaction had, in the fictitious
business name in
any
court of the state until a fictitious business name statement has been filed in
accordance with
this
section.
(6) No domestic or foreign limited partnership may be permitted to transact
business
under
a fictitious business name pursuant to this section which is the same as or
deceptively
similar
to the name of any corporation,
nonbusiness corporation or other association, domestic or
foreign
limited partnership or domestic or foreign limited liability company organized
under the
laws
of, or registered or qualified to do business in this state or any name which
is filed, reserved
or
registered under this title or as permitted by the laws of this state, subject
to the following:
(i) This provision does not apply if the applicant files with the secretary of
state either of
the
following:
(A) The written consent of the the other corporation, nonbusiness corporation
or other
association,
domestic or foreign limited partnership, domestic or foreign limited liability
company
or holder of a filed, reserved or registered name, to use the same or
deceptively similar
name
and one or more words are added to make the name distinguishable from the other
name; or
(B) A a certified copy of a final decree of a court of competent
jurisdiction establishing
the
prior right of the applicant to the use of the name in this state; and
(ii) The name may be the same as, or deceptively similar to, the name of
a corporation,
nonbusiness
corporation or other association the certificate of incorporation or
organization of
which
has been revoked by the secretary of state as permitted by law and the
revocation has not
been
withdrawn within one year from the date or revocation.
7-13-13.
Filing in office of secretary of state -- Certificate of conversion to a
limited
partnership.
-- (a) Two (2) signed copies
of tThe certificate of limited partnership and of any
certificates
of amendments or cancellation (or of any judicial decree of amendment or
cancellation)
shall be delivered to the secretary of state. A person who executes a
certificate as an
agent,
attorney in fact, or fiduciary need not exhibit evidence of his or her
authority as a
prerequisite
to filing. Any signature on any certificate authorized to be filed with the
secretary of
state
under any provision of this chapter may be a facsimile. Unless the secretary of
state finds
that
any certificate does not conform to law, upon receipt of all filing fees
required by law the
secretary
shall:
(1) Endorse on each duplicate the original the word
"Filed" and the day, month, and year
of
the filing of it;
(2) File the one duplicate original in his or her office.;
and
(3) Return the other duplicate original to the person who filed it or the
person's
representative.
(b) Upon the filing of a certificate of amendment (or judicial decree of
amendment) in
the
office of the secretary of state, the certificate of limited partnership or
certificate of
conversion
as the case may be shall be amended as presented in the certificate, and on the
effective
date of a certificate of cancellation (or a judicial decree of cancellation),
the certificate
of
limited partnership or certificate of conversion to a limited partnership is
cancelled.
7-13-50.
Issuance of registration. -- (a) If the secretary of state finds that
an application
for
registration of a foreign limited partnership conforms to law and all requisite
fees have been
paid;
he or she shall:
(1) Endorse on the application the word "Filed", and the month, day,
and year of the
filing
of the application;
(2) File in his or her office the a duplicate original of the
application; and
(3) Issue a certificate of registration to transact business in this state.
(b) The certificate of registration, together with a duplicate original of the
application,
shall
be returned to the person who filed the application or his or her
representative.
7-13-54.1.
Fees for filing documents and issuing certificates. -- The secretary of
state
shall
charge and collect for:
(1) Filing a certificate of limited partnership, one hundred dollars ($100).
(2) Filing a certificate of amendment to a certificate of limited partnership,
fifty dollars
($50.00).
(3) Filing a certificate of cancellation of a certificate of limited
partnership, ten dollars
($10.00).
(4) Filing an application to reserve a limited partnership name, fifty dollars
($50.00) and
for
renewal, seventy-five dollars ($75.00).
(5) Filing a notice of transfer of a reserved limited partnership name, fifty
dollars
($50.00).
(6) (i) Filing a statement of change of address of specified office or
change of specified
agent,
twenty dollars ($20.00).
(ii) (7) Filing a statement of change of address only for a
specified agent, without fee.
(7) (8) Filing an application of a foreign limited partnership to
register as a foreign
limited
partnership, one hundred dollars ($100).
(8) (9) Filing a certificate of correction of a registration as a
foreign limited partnership,
ten
dollars ($10.00).
(9) (10) Filing a certificate of cancellation of registration as
a foreign limited partnership,
twenty-five
dollars ($25.00).
(10) (11) Filing any other document, statement or report of a
domestic or foreign limited
partnership,
fifty dollars ($50.00).
(11) (12) Filing a certificate of amendment of a foreign limited
partnership, fifty dollars
($50.00).
(13)
For issuing a certificate of good standing/letter of status, twenty dollars
($20.00).
(14)
For issuing a certificate of fact, thirty dollars ($30.00).
(15)
For furnishing a certified copy of any document, instrument or paper relating
to a
domestic
or foreign limited partnership, a fee of fifteen cents ($.15) per page and ten
dollars
($10.00)
for the certificate and affirming the seal to it.
7-13-68.
Merger and consolidation. -- (a) As used in this section, "other
business entity"
means
a corporation, a business trust or association, a real estate investment trust,
a common-law
trust,
a limited liability corporation, whether foreign or domestic, or an
unincorporated business,
including
a partnership, whether general or limited, but excluding a domestic limited
partnership.
(b) (1) Pursuant to an agreement of merger or consolidation, a domestic limited
partnership
may merge or consolidate with or into one or more domestic limited partnerships
or
other
business entities formed or organized under the laws of the state of
other
state or the
domestic
limited partnership or other business entity that the agreement provides being
the
surviving
or resulting domestic limited partnership or other business entity. Unless
otherwise
provided
in the partnership agreement, a merger or consolidation shall be approved by
each
domestic
limited partnership which is to merge or consolidate:
(i) By all general partners; and
(ii) By the limited partners or, if there is more than one class or group of
limited partners,
then
by each class or group of limited partners, in either case, by limited partners
who own more
than
fifty percent (50%) of the then current percentage or other interest in the
profits of the
domestic
limited partnership owned by all of the limited partners or by the limited
partners in
each
class or group, as appropriate.
(2) In connection with a merger or consolidation under this section, rights or
securities
of,
or interests in, a limited partnership or other business entity which is not a
limited partnership
or
other business entity which is a constituent party to the merger or
consolidation may be
exchanged
for or converted into cash, property, rights or securities of, or interests in,
the
surviving
or resulting limited partnership or other business entity in the merger or
consolidation.
Despite
prior approval, an agreement of merger or consolidation may be terminated or
amended
pursuant
to a provision for termination or amendment contained in the agreement of
merger or
consolidation.
(c) If a domestic limited partnership is merging or consolidating under this
section, the
domestic
limited partnership or other business entity surviving or resulting in or from
the merger
or consolidation
shall file a certificate of merger or consolidation in the office of the
secretary of
state,
stating:
(1) The name and jurisdiction of formation or organization of each of the
domestic
limited
partnerships or other business entities which is to merge or consolidate;
(2) That an agreement of merger or consolidation has been approved and executed
by
each
of the domestic limited partnerships or other business entities which is to
merge or
consolidate;
(3) The name of the surviving or resulting domestic limited partnership or
other business
entity;
(4) The future effective date or time, which shall be a date or time certain,
of the merger
or
consolidation if it is not to be effective upon the filing of the certificate of
merger or
consolidation;
(5) That the agreement of merger or consolidation is on file at a place of
business of the
surviving
or resulting domestic limited partnership or other business entity, and shall
state the
address
of that place of business;
(6) That a copy of the agreement of merger or consolidation will be furnished
by the
surviving
or resulting domestic limited partnership or other business entity, on request
and
without
cost, to any partner of any domestic limited partnership or any person holding
an interest
in
any other business entity which is to merge or consolidate; and
(7) If the surviving or resulting entity is not a domestic limited partnership
or corporation
organized
under the laws of
business
entity agrees that it may be served with process in
proceeding
for the enforcement of any obligation of any domestic limited partnership which
is to
merge
or consolidate, irrevocably appointing the secretary of state as its agent to
accept service of
process
in the action, suit or proceeding and specifying the address to which a copy of
the process
is
to be mailed to it by the secretary of state. In the event of service under
this section on the
secretary
of state, the procedures set forth in section 7-1.1-13 7-1.2-503
are applicable, except
that
the plaintiff in any action, suit or proceeding shall furnish the secretary of
state with the
address
specified in the certificate of merger or consolidation provided for in this
section and any
other
address which the plaintiff elects to furnish, together with copies of the
process as required
by
the secretary of state, and the secretary of state shall notify the surviving
or resulting other
business
entity at all addresses furnished by the plaintiff in accordance with the
procedures set
forth
in section 7-1.1-13 7-1.2-503.
(d) Any failure to file a certificate of merger or consolidation in connection
with a
merger
or consolidation pursuant to this section which was effective prior to the
effective date of
this
section does not affect the validity or effectiveness of the merger or
consolidation.
(e) Unless a future effective date or time is provided in a certificate of
merger or
consolidation,
in which event a merger or consolidation is effective at that future effective
date or
time,
a merger or consolidation is effective upon the filing in the office of the
secretary of state of
a
certificate of merger or consolidation.
(f) A certificate of merger or consolidation acts as a certificate of
cancellation for a
domestic
limited partnership which is not the surviving or resulting entity in the
merger or
consolidation.
(g) (1) Notwithstanding anything to the contrary contained in a partnership
agreement, a
partnership
agreement containing a specific reference to this subsection may provide that
an
agreement
of merger or consolidation approved in accordance with subsection (b) may:
(i) Effect any amendment to the partnership agreement; or
(ii) Effect the adoption of a new partnership agreement for a limited
partnership if it is
the
surviving or resulting limited partnership in the merger or consolidation.
(2) Any amendment to a partnership agreement or adoption of a new partnership
agreement
made pursuant to the preceding sentence is effective at the effective time or
date of the
merger
or consolidation. The provisions of this subsection shall not be construed to
limit the
accomplishment
of a merger or of any of the matters referred to in this section by any other
means
provided for in a partnership agreement or other agreement or as otherwise
permitted by
law,
including that the partnership agreement of any constituent limited partnership
to the merger
or
consolidation (including a limited partnership formed for the purpose of
consummating a
merger
or consolidation) is the partnership agreement of the surviving or resulting
limited
partnership.
(h) When any merger or consolidation has become effective under this section,
for all
purposes
of the laws of the state of
of
the domestic limited partnerships and other business entities that have merged
or consolidated,
and
all property, real, personal, and mixed, and all debts due to any of those
domestic limited
partnerships
and other business entities, as well as all other things and causes of action
belonging
to
each of those domestic limited partnerships and other business entities, are
vested in the
surviving
or resulting domestic limited partnership or other business entity, and are
subsequently
the
property of the surviving or resulting domestic limited partnership or other
business entity as
they
were of each of the domestic limited partnerships and other business entities
that have
merged
or consolidated. The title to any real property vested by deed or otherwise,
under the laws
of
the state of
entities,
does not revert or in any way become impaired because of this chapter; but all
rights of
creditors
and all liens upon any property of the domestic limited partnerships and other
business
entities
are preserved unimpaired, and all debts, liabilities and duties of each of the
domestic
limited
partnerships and other business entities that have merged or consolidated
subsequently
attach
to the surviving or resulting domestic limited partnership or other business
entity, and may
be
enforced against it to the same extent as if the debts, liabilities and duties
had been incurred or
contracted
by it. Unless otherwise agreed, a merger or consolidation of a domestic limited
partnership,
including a domestic limited partnership which is not the surviving or
resulting entity
in
the merger or consolidation, does not require the domestic limited partnership
to wind up its
affairs
under section 7-13-46 or pay its liabilities and distribute its assets under
section 7-13-47.
SECTION 9. Sections
7-16-2, 7-16-4, 7-16-9, 7-16-43 and 7-16-65 of the General Laws
in Chapter 7-16 entitled "The Rhode Island
Limited Liability Company Act" are hereby amended
to read as follows:
7-16-2.
Definitions. -- As used in this chapter, unless the context otherwise
requires:
(1) "Articles of organization" means documents filed under section
7-16-5 for the
purpose
of forming a limited liability company.
(2) "Authorized person" means a person, whether or not a member, who
is authorized by
the
articles of organization, by an operating agreement, or otherwise, to act on
behalf of a limited
liability
company or foreign limited liability company as an officer, manager or
otherwise.
(3) "Bankruptcy" means a proceeding under the United States
Bankruptcy Code or under
state
insolvency or receivership law.
(4) "Business" means any trade, occupation or other commercial
activity engaged in for
gain,
profit or livelihood for which a corporation can be organized under chapter 1.1
1.2 of this
title.
(5) "Capital contribution" means any cash, property, services
rendered, or a promissory
note
or other binding obligation to contribute cash or property or to perform
services which a
member
contributes to a limited liability company in his or her capacity as a member.
(6) "Capital value" means the fair market value in each case as of
the date contributed of
a
member's capital contributions, including a contribution of services previously
performed or a
contribution
of a binding obligation to perform services, reduced by distributions made to
the
member.
(7) "Constituent entity" means each limited liability company,
limited partnership or
corporation
which is a party to a plan of merger or consolidation.
(8) "Corporation" means a business corporation formed under chapter 1.1
1.2 of this title
or
a foreign corporation.
(9) "Court" includes every court and judge having jurisdiction in the
case.
(10) "Foreign corporation" means a business corporation formed under
the laws of any
state
other than this state or any foreign country.
(11) "Foreign limited liability company" means a limited liability
company formed under
the
laws of any state other than this state or any foreign country.
(12) "Foreign limited partnership" means a limited partnership formed
under the laws of
any
state other than this state or any foreign country.
(13) "Limited liability company" or "domestic limited liability
company" means an
entity
that is organized and existing under the laws of this state pursuant to this
chapter.
(14) "Limited partnership" means a limited partnership formed under
the laws of this
state
or a foreign limited partnership.
(15) "Manager" or "Managers" means a person or persons
designated by the members of
a
limited liability company to manage the limited liability company.
(16) "Member" means a person with an ownership interest in a limited liability
company
with
the rights and obligations specified under this chapter.
(17) "Membership interest", "ownership interest" or
"interest" means a member's rights
in
the limited liability company, collectively, including the member's share of the
profits and
losses
of the limited liability company, the right to receive distributions of the
limited liability
company's
assets, and any right to vote or participate in management of the limited
liability
company.
(18) "New entity" means the entity into which constituent entities
consolidate, as
identified
in the articles of consolidation provided for in section 7-16-62.
(19) "Operating agreement" means any agreement, written or oral, of
the members as to
the
affairs of a limited liability company and the conduct of its business. An
operating agreement
also
includes a document adopted by the sole member of a limited liability company
that has only
one
member and may include as a party one or more managers who are not members.
(20) "Person" means a natural person, partnership, limited
partnership, domestic or
foreign
limited liability company, trust, estate, corporation, nonbusiness corporation
or other
association.
(21) "State" means a state, territory or possession of the
(22) "Surviving entity" means the constituent entity surviving a
merger, as identified in
the
articles of merger provided for in section 7-16-62.
7-16-4.
Powers. -- Each limited liability company has the power:
(1) To sue, be sued, complain and defend in its name in all courts;
(2) To transact its business, carry on its operations and have and exercise the
powers
granted
by this chapter in any state and in any foreign country;
(3) To make contracts and guarantees, incur liabilities and borrow money,
although not
in
furtherance of the limited liability company's purposes;
(4) To sell, lease, exchange, transfer, convey, mortgage, pledge and otherwise
dispose of
all
or any part of its property and assets although not in furtherance of the
limited liability
company's
purposes;
(5) To acquire by purchase or in any other manner, take, receive, own, hold,
improve,
use
and otherwise deal in and with any interest in real or personal property,
wherever situated;
(6) To issue notes, bonds and other obligations and secure any of them by
mortgage or
deed
of trust or security interest of any or all of its assets;
(7) To 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
stock or other interests in and obligations of corporations, associations, general
or limited
partnerships,
domestic or foreign limited liability companies, business trusts, and
individuals or
direct
or indirect obligations of the
governmental
district or municipality or of any of their instrumentalities;
(8) To invest its surplus funds, lend money from time to time in any manner
which is
appropriate
to enable it to carry on the operations or fulfill the purposes set forth in
its articles of
organization
and take and hold real property and personal property as security for the
payment of
the
funds loaned or invested;
(9) To elect or appoint agents and define their duties and fix their
compensation;
(10) To be a promoter, stockholder, partner, member, associate or agent of any
corporation,
general or limited partnership, domestic or foreign limited liability company,
joint
venture,
trust or other enterprise;
(11) To indemnify and advance expenses to any member, manager, agent or
employee,
past
or present, to the same extent as a corporation formed under chapter 1.1
1.2 of this title may
indemnify
any of its directors, officers, employees or agents and subject to the
standards and
restrictions,
if any, set forth in the articles of organization or operating agreement, and
to
purchase
and maintain insurance on behalf of any member, manager, agent or employee
against
any
liability asserted against him and incurred by the member, manager, agent or
employee in
that
capacity or arising out of the member's, manager's, agent's or employee's
status, whether or
not
the limited liability company would have the power to indemnify under the
provisions of this
section,
the articles of organization or operating agreement;
(12) To make and alter operating agreements, not inconsistent with its articles
of
organization
or with the laws of this state, for the administration and regulation of the
business
and
affairs of the limited liability company;
(13) To lend money and to use its credit to assist its employees;
(14) To make donations for the public welfare or for charitable, scientific or
educational
purposes;
(15) To pay pensions and establish pension plans, pension trusts, profit
sharing plans and
other
incentive and benefit plans for any or all of its agents and employees;
(16) To provide insurance for its benefit on the life of any of its agents or
employees or
on
the life of any individual member for the purpose of acquiring at the member's
death the
membership
interest owned by the member;
(17) To cease its activities and dissolve; and
(18) To do every other act not inconsistent with law which is appropriate to
promote and
to
attain its purposes.
7-16-9.
Name -- Fictitious business names. -- (a) The name of each limited
liability
company
as set forth in its articles of organization:
(1) Shall end with either the words "limited liability company" or
the upper or lower case
letters
"l.l.c." with or without punctuation;
(2) Shall not be the same as or deceptively similar to distinguishable
upon the records of
the
secretary of state from:
(i) The name of any corporation, nonbusiness corporation or other association,
limited
partnership
or domestic or foreign limited liability company organized under the laws of,
or
registered
or qualified to do business in, this state; or
(ii) Any name which is filed, reserved or registered under this title, subject
to the
following:
(A) This provision shall not apply if the applicant files with the secretary of
state either
of
the following:
(I) The written consent of the other corporation, nonbusiness corporation or
other
association,
limited partnership, domestic or foreign limited liability company or holder of
a filed,
reserved
or registered name, to use the same or deceptively similar name and one or more
words
are
added to make the name distinguishable from such other name; or
(II) A a certified copy of a final decree of a court of competent
jurisdiction establishing
the
prior right of the applicant to the use of the name in this state; and
(B) The name may be the same as, or deceptively similar to, the name of
a corporation,
nonbusiness
corporation or other association, the certificate of incorporation or
organization of
which
has been revoked by the secretary of state as permitted by law, and the
revocation has not
been
withdrawn within one year from the date of the revocation.
(b) (1) Any domestic or foreign limited liability company organized under the
laws of, or
registered
or qualified to do business in, this state may transact business in this state
under a
fictitious
name provided that it files a fictitious business name statement in accordance
with this
subsection.
(2) A fictitious business name statement shall be filed in duplicate
with the secretary of
state
and shall be executed by an authorized person of the domestic limited liability
company or
by a
person with authority to do so under the laws of the state or other
jurisdiction of its
organization
of the foreign limited liability company and shall set forth:
(i) The fictitious business name to be used; and
(ii) The name of the applicant limited liability company, the state or other
jurisdiction in
which
the limited liability company is organized and date of the limited liability
company's
organization.
(3) The fictitious business name statement expires upon the filing of a statement
of
abandonment
of use of a fictitious business name registered in accordance with this
subsection or
upon
the dissolution of the applicant domestic limited liability company or the
cancellation of
registration
of the applicant foreign limited liability company.
(4) The statement of abandonment of use of a fictitious business name under
this
subsection
shall be filed in duplicate with the secretary of state, shall be
executed in the same
manner
and provided in subdivision (2) above and shall set forth:
(i) The fictitious business name being abandoned;
(ii) The date on which the original fictitious business name statement being
abandoned
was
filed; and
(iii) The information set forth in subdivision (2)(ii) of subsection (a).
(5) No domestic or foreign limited liability company transacting business under
a
fictitious
business name contrary to the provisions of this section, or its assignee, may
maintain
any
action upon or on account of any contract made, or transaction had, in the
fictitious business
name
in any court of the state until a fictitious business name statement has been
filed in
accordance
with this section.
(6) No limited liability company may be permitted to transact business under a
fictitious
business
name pursuant to this section which is the same as or deceptively similar to
the name of
any
corporation, limited partnership or domestic or foreign limited liability
company organized
under
the laws of, or registered or qualified to do business in, this state or any
name which is
filed,
reserved or registered under this title, subject to the following:
(i) This provision does not apply if the applicant files with the secretary of
state either of
the
following:
(A) The written consent of the other corporation, nonbusiness corporation or
other
association,
limited partnership, domestic or foreign limited liability company or holder of
a
reserved
or registered name, to use the same or deceptively similar name and one (1) or
more
words
are added to make the name distinguishable from the other name; or
(B) A a certified copy of a final decree of a court of competent
jurisdiction establishing
the
prior right of the applicant to the use of the name in this state; and
(ii) The name may be the same as, or deceptively similar to, the name of
a corporation,
nonbusiness
corporation or other association, the certificate of incorporation or
organization of
which
has been revoked by the secretary of state as permitted by law and the
revocation has not
been
withdrawn within one year from the date of revocation.
(7) A filing fee of fifty dollars ($50.00) shall be collected by the secretary
of state for
each
statement filed.
7-16-43.
Withdrawal of certificate of revocation. -- (a) Within ten (10) years
after
issuing
a certificate of revocation as provided in section 7-16-42, the secretary of
state may
withdraw
the certificate of revocation and retroactively reinstate the limited liability
company in
good
standing as if its certificate of organization had not been revoked except as
subsequently
provided:
(1) On the filing by the limited liability company of the documents it had
previously
failed
to file as set forth in subdivisions (3) through (6) of section 7-16-41(a);
(2) On the payment by the limited liability company of a penalty in the amount
of fifty
dollars
($50.00) and an additional fifty dollars ($50.00) for each year or part of year
that has
elapsed
since the issuance of the certificate of revocation less the fifty dollars
($50.00) paid under
the
immediately preceding clause; and
(3) Upon the filing by the limited liability company of a certificate of good
standing
from
the
(b) If, as permitted by the provisions of this chapter or chapters 1.1 1.2,
6, or 12, or 13 of
this
title, another limited liability company, business or nonprofit corporation,
registered limited
liability
partnership or a limited partnership,
or in each case domestic or foreign, authorized and
qualified
to transact business in this state, bears or has filed a fictitious business
name statement
as
to or reserved or registered a name which is the same as, or deceptively
similar to, the name of
the
limited liability company with respect to which the certificate of revocation
is proposed to be
withdrawn,
then the secretary of state shall condition the withdrawal of the certificate
of
revocation
on the reinstated limited liability company's amending its articles of
organization so as
to
designate a name which is not the same as, or deceptively similar to,
its former name.
7-16-65.
Filing, service, and copying fees. -- The secretary of state shall
charge and
collect:
(1) For filing the original articles of organization, a fee of $150.00;
(2) For amending, restating or amending and restating the articles of
organization, a fee
of
$50.00, provided that a fee of ten dollars ($10.00) is payable if the amendment
is solely to
indicate
a change in managers pursuant to section 7-16-12(a)(2);
(3) For filing articles of merger or consolidation and issuing a certificate, a
fee of
$100.00;
(4) For filing articles of dissolution, a fee of $50.00;
(5) For issuing a certificate for any other purpose, a fee of $15.00 of
good standing/letter
of
status, a fee of twenty dollars ($20.00);
(6)
For issuing a certificate of fact, a fee of thirty dollars ($30.00);
(6)
(7) For furnishing a certified copy of any document, instrument or paper
relating to a
domestic
or foreign limited liability company, a fee of fifteen cents ($.15) per page
and ten
dollars
($10.00) for the certificate and affirming the seal to it;
(7) (8) For accepting an application for reservation of a name, or
for filing a notice of the
transfer
or cancellation of any name reservation, a fee of $50.00;
(8) (9) For filing a fictitious business name statement or
abandonment of use of a
fictitious
business name, a fee of $50.00;
(9) (10) (i) For filing a statement of change of resident agent
and address of registered
agent,
a fee of $20.00;
(11) For filing a statement of change of address only for a resident agent, no
fee;
(10) (12) For any service of notice, demand or process on the
registered agent of a
foreign
or domestic limited liability company, a fee of $15.00, which amount may be
recovered
as
taxable costs by the party to be sued, action or proceeding causing the service
to be made if the
party
prevails in the suit;
(11) (13) For filing an annual report, a fee of $50.00;
(12) (14) For filing a certificate of correction, a fee of $50.00;
(13) (15) For filing an application for registration as a foreign
limited liability company,
a
fee of $150.00;
(14) (16) For filing a certificate of amendment to the
registration of a foreign limited
liability
company, a fee of $50.00, provided that a fee of ten dollars ($10.00) shall be
payable if
the
amendment is solely to indicate a change in managers pursuant to section
7-16-52; and
(15) (17) For filing a certificate of cancellation of a foreign
limited liability company, a
fee
of $75.00.
SECTION 10. Section
10-16-3.1 of the General Laws in Chapter 10-16 entitled "Small
Claims and Consumer Claims" is hereby amended to
read as follows:
10-16-3.1.
Corporations -- Representatives. -- (a) Any corporation with total
assets of
less
than one million dollars ($1,000,000) organized under the laws of this state or
licensed to do
business
under the laws of this state, which is a corporation incorporated as a close
corporation
pursuant
to section 7-1.1-51 7-1.2-1701, or if incorporated before
January 2, 1970, the effective
date
of section 7-1.1-51, the corporation
is a close corporation or which is a corporation whose
majority
stockholders are family members related by blood or marriage, may designate a
representative
thereof to prosecute claims under this chapter; provided, however, that no
representative
may be designated to prosecute claims for more than one corporation. The
designation
authorized by an officer of the corporation shall be filed with the clerk of
the district
court
in which any claim is filed.
(b) No representative under this section, if not licensed to practice law,
shall be deemed
to
be practicing law without a license.
SECTION 11. Section
16-40-9 of the General Laws in Chapter 16-40 entitled "Private
Schools" is hereby amended to read as follows:
16-40-9.
Prosecution of violations -- Forfeiture of charter. -- The district
court for the
sixth
division is empowered, upon the filing of a complaint in writing, duly
verified, which
verification
when made by the department of elementary and secondary education or the office
of
higher
education may be made upon information and belief that any person has violated
the
provisions
of this chapter, to issue process in the nature of a summons at the suit of the
department
or office as plaintiff; the summons shall be returnable in not less than five
(5) and not
more
than fifteen (15) entire days; the process shall state in what respect this
chapter has been
violated
by the defendant or defendants, and upon the return of the process, or at any
time to
which
the trial shall be adjourned, the court shall proceed in a summary manner to
hear testimony
and
to determine and give judgment in the matter, without the filing of any further
pleadings for
the
plaintiff, for the recovery of the penalty with costs, or for the defendant or
defendants, and the
court
shall, if judgment is rendered for the plaintiff, cause the defendant or
defendants other than
a
body corporate who may refuse or fail immediately to pay the amount of the
judgment rendered
against
the defendant or defendants, and all the costs and charges incident to it, to
be imprisoned
for
any period not exceeding ninety (90) days. Upon any conviction under this
section, the
department
or office shall immediately file in the office of the secretary of state as a public
record
the
name of the corporation convicted or the name of any corporation whose officer
or agent shall
have
been convicted, and upon filing, the charter or articles of association of the
corporation shall
become
forfeited by reason of the conviction and the corporation shall cease to be a
body
corporate,
except as provided in section 7-1.1-98 7-1.2-1324, and the
secretary of state shall
immediately
mail a notice of the forfeiture of charter or articles of association to the
corporation
at
its last known address, but failure to receive the notice shall not invalidate
the notice.
SECTION 12. Section
16-57-5 of the General Laws in Chapter 16-57 entitled "Higher
Education Assistance Authority" is hereby amended
to read as follows:
16-57-5.
General powers. -- The authority shall have all of the powers necessary
and
convenient
to carry out and effectuate the purposes and provisions of this chapter,
including
without
limiting the generality of the foregoing the power:
(1) To sue and be sued, complain and defend, in its corporate name.
(2) To have a seal which may be altered at pleasure and to use the seal by
causing it, or a
facsimile
of it, to be impressed or affixed or in any other manner reproduced.
(3) To acquire the assets and assume the liabilities or to effect the merger
into itself of
any
corporation or other organization incorporated or organized under the laws of
this state,
which
corporation or organization has as its principal business the guaranteeing of
loans to
students
in eligible institutions, all upon any terms and for any consideration as the
authority shall
deem
to be appropriate.
(4) To make contracts and guarantees and incur liabilities, and borrow money at
any
rates
of interest as the authority may determine.
(5) To make and execute all contracts, agreements, and instruments necessary or
convenient
in the exercise of the powers and functions of the authority granted by this
chapter.
(6) To lend money for its purposes, and to invest and reinvest its funds.
(7) To conduct its activities, carry on its operations, and have offices and
exercise the
powers
granted by this chapter, within or without the state.
(8) To elect, appoint, or employ in its discretion officers and agents of the
authority, and
define
their duties.
(9) To make and alter bylaws, not inconsistent with this chapter, for the
administration
and
regulation of the affairs of the authority, and the bylaws may contain
provisions indemnifying
any
person who is or was a director, officer, employee, or agent of the authority,
in the manner
and
to the extent provided in section 7-1.1-4.1 7-1.2-814.
(10) To have and exercise all powers necessary or convenient to effect its
purposes.
SECTION 13. Section
16-62-5 of the General Laws in Chapter 16-62 entitled "The
Rhode Island Student Loan Authority" is hereby
amended to read as follows:
16-62-5.
General powers. -- The authority shall have all the powers necessary
and
convenient
to carry out and effectuate the purposes and provisions of this chapter,
including
without
limiting the generality of the preceding statement, the power:
(1) To sue and be sued, complain, and defend, in its corporate name.
(2) To have a seal which may be altered at pleasure, and to use it by causing
it, or a
facsimile
of it, to be impressed or affixed or in any other manner reproduced.
(3) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use, and
deal
in and with, real or personal property, or any interest in it, wherever
situated.
(4) To sell, convey, mortgage, pledge, lease, exchange, transfer, and dispose
of all or any
part
of its property and assets for any consideration and upon any terms and
conditions as the
authority
shall determine.
(5) To make contracts and incur liabilities, and borrow money at any rates of
interest as
the
authority may determine.
(6) To make and execute all contracts, agreements, and instruments necessary or
convenient
in the exercise of the powers and functions of the authority granted by this
chapter.
(7) To lend money for its purposes, and invest and reinvest its funds.
(8) To conduct its activities, carry on its operations, and have offices and
exercise the
powers
granted by this chapter, within or without the state.
(9) To elect, appoint, or employ in its discretion officers and agents of the
authority, and
define
their duties and fix their compensation.
(10) To make and alter bylaws, not inconsistent with this chapter, for the
administration
and
regulation of the affairs of the authority, and those bylaws may contain
provisions
indemnifying
any person who is or was a director, officer, employee, or agent of the
authority, in
the
manner and to the extent provided in section 7-1.1-4.1 7-1.2-814.
(11) To have and exercise all powers necessary or convenient to effect its
purposes.
SECTION 14. Sections
17-25-3 and 17-25-10.1 of the General Laws in Chapter 17-25
entitled "Rhode Island Campaign Contributions and
Expenditures Reporting" are hereby amended
to read as follows:
17-25-3.
Definitions. -- As used in this chapter, unless a different meaning
clearly
appears
from the context:
(1) "Business entity" means any corporation, whether for profit or
not for profit,
domestic
corporation or foreign corporation, as defined in section 7-1.1-2 7-1.2-106,
financial
institution,
cooperative, association, receivership, trust, holding company, firm, joint
stock
company,
public utility, sole proprietorship, partnership, limited partnership, or any
other entity
recognized
by the laws of the
doing
business. The term "business entity" shall not include a political
action committee
organized
pursuant to this chapter or a political party committee or an authorized
campaign
committee
of a candidate or office holder.
(2) "Candidate" means any individual who undertakes any action,
whether preliminary or
final,
which is necessary under the law to qualify for nomination for election or
election to public
office,
and/or any individual who receives a contribution or makes an expenditure, or
gives his or
her
consent for any other person to receive a contribution or make an expenditure,
with a view to
bringing
about his or her nomination or election to any public office, whether or not
the specific
public
office for which he or she will seek nomination or election is known at the
time the
contribution
is received or the expenditure is made and whether or not he or she has
announced
his
or her candidacy or filed a declaration of candidacy at that time.
(3) "Contributions" and "expenditures" include all
transfers of money, paid personal
services,
or other thing of value to or by any candidate, committee of a political party,
or political
action
committee. A loan shall be considered a contribution of money until it is repaid.
(4) "Election" means any primary, general, or special election or
town meeting for any
public
office of the state, municipality, or district or for the determination of any
question
submitted
to the voters of the state, municipality, or district.
(5) "Election cycle" means the twenty-four (24) month period
commencing on January 1
of
odd number years and ending on December 31 of even number years; provided, with
respect to
the
public financing of election campaigns of general officers under sections
17-25-19, 17-25-20,
and
17-25-25, "election cycle" means the forty-eight (48) month period
commencing on January
1
of odd numbered years and ending December 31 of even numbered years.
(6) "Other thing of value" means any item of tangible real or
personal property of a fair
market
value in excess of one hundred dollars ($100).
(7) "Paid personal services" means personal services of every kind
and nature, the cost or
consideration
for which is paid or provided by someone other than the committee or candidate
for
whom
the services are rendered, but shall not include personal services provided
without
compensation
by persons volunteering their time.
(8) "Person" means an individual, partnership, committee,
association, corporation, and
any
other organization.
(9) "Political action committee" means any group of two (2) or more
persons that accepts
any
contributions to be used for advocating the election or defeat of any candidate
or candidates
or to
be used for advocating the approval or rejection of any question or questions
submitted to
the
voters. Only political action committees that have accepted contributions from
fifteen (15) or
more
persons in amounts of ten dollars ($10.00) or more within an election cycle
shall be
permitted
to make contributions, and those committees must make contributions to at least
five
(5)
candidates for state or local office within an election cycle.
(10) "Public office" means any state, municipal, school, or district
office or other
position
that is filled by popular election, except political party offices.
"Political party offices"
means
any state, city, town, ward, or representative or senatorial district committee
office of a
political
party or delegate to a political party convention, or any similar office.
(11) "State" means state of
(12) "Testimonial affair" means an affair of any kind or nature
including, but not limited
to,
cocktail parties, breakfasts, luncheons, dinners, dances, picnics, or similar
affairs expressly
and
directly intended to raise campaign funds in behalf of a candidate to be used
for nomination
or
election to a public office in this state, or expressly and directly intended
to raise funds in
behalf
of any state or municipal committee of a political party, or expressly and
directly intended
to
raise funds in behalf of any political action committee.
17-25-10.1.
Political contributions -- Limitations. -- (a) (1) No person, other
than the
candidate
to his or her own campaign, nor any political action committee shall make a
contribution
or contributions to any candidate, as defined by section 17-25-3, or political
action
committee
or political party committee which in the aggregate exceed one thousand dollars
($1,000)
within a calendar year, nor shall any person make contributions to more than
one state or
local
candidate, to more than one political action committee, or to more than one
political party
committee,
or to a combination of state and local candidates and political action
committees and
political
party committees which in the aggregate exceed ten thousand dollars ($10,000)
within a
calendar
year, nor shall any political action committee make such contributions which in
the
aggregate
exceed twenty-five thousand dollars ($25,000) within a calendar year, nor shall
any
candidate
or any political action committee or any political party committee accept a
contribution
or
contributions which in the aggregate exceed one thousand dollars ($1,000)
within a calendar
year
from any one person or political action committee.
(2) Notwithstanding the provisions of subdivision (1) of this subsection, a
person or
political
action committee or political party committee may contribute an amount which in
the
aggregate
does not exceed ten thousand dollars ($10,000) within a calendar year to a
political
party
committee, which funds can be utilized for organizational and party building
activities, but
shall
not be used for contributions to candidates state and local for public office.
(b) Contributions to a named candidate made to any political committee
authorized by
that
candidate to accept contributions on the candidate's behalf shall be considered
to be
contributions
made to the candidate. Contributions to a candidate by a political committee
for
another
person shall be considered to be contributions by that person.
(c) Expenditures made by any person in cooperation, consultation or concert
with, or at
the
request or suggestion of, a candidate, the candidate's authorized political
committees, or their
agents
shall be considered to be a contribution to the candidate.
(d) The financing by any person of the dissemination, distribution, or
republication, in
whole
or in part, of any broadcast or any written, graphic, or other form of campaign
materials
prepared
by the candidate, the candidate's campaign committees, or their authorized
agents shall
be
considered to be a contribution to a candidate.
(e) Nothing in this section shall be construed to restrict political party
committees
organized
pursuant to this title from making contributions to the candidates of that
political party;
provided,
that these contributions, other than allowable "in-kind"
contributions, shall not exceed,
in
the aggregate, twenty-five thousand dollars ($25,000) to any one candidate
within a calendar
year,
nor shall any candidate accept a contribution or contributions, other than
allowable "in-
kind"
contributions, which in the aggregate exceed twenty-five thousand dollars
($25,000) within
a
calendar year from all committees of his or her political party. There shall be
no restriction on
the
amount of "in-kind" contributions that a political party committee
may make to a candidate of
its
political party; provided, that for the purposes of this subsection only, the
cost of any
preparation
and airing of television and/or radio advertisements and the cost of any print
advertisements
shall not be considered an allowable "in-kind" contribution and shall
be subject to
the
aggregate limitation of twenty-five thousand dollars ($25,000).
(f) (1) A contribution from an individual's dependent children, as defined in
section 36-
14-2,
shall be deemed a contribution from the individual for the purpose of
determining whether
aggregate
contributions exceed either the one hundred dollar ($100) threshold for
reporting
purposes
or the one thousand dollar ($1,000) maximum for contributions to a single
candidate or
political
action committee or the ten thousand dollar ($10,000) maximum for contributing
to all
candidates
and political action committees within a calendar year.
(2) No dependent child shall contribute an amount which, when added to
contributions
already
made by that child's parent or legal guardian and by other dependent children
of that
parent
or legal guardian, exceed the one thousand dollar ($1,000) maximum for
contributions to a
single
candidate or political action committee or exceed the ten thousand dollar
($10,000)
maximum
for contributions to all state or local candidates and political action
committees within
a
calendar year.
(g) Nothing in this section shall be construed to restrict the amount of money
that a
candidate
can borrow in his or her own name, and subsequently contribute or loan to his
or her
own
campaign.
(h) (1) It shall be unlawful for any corporation, whether profit or non-profit,
domestic
corporation
or foreign corporation, as defined in section 7-1.1-2 7-1.2-106,
or other business
entity
to make any campaign contribution or expenditure, as defined in section
17-25-3, to or for
any
candidate, political action committee, or political party committee, or for any
candidate,
political
action committee, or political party committee to accept any campaign
contribution or
expenditure
from a corporation or other business entity. Any contribution made in the
personal
name
of any employee of a corporation or other business entity, for which the
employee received
or will
receive reimbursement from the corporation or other business entity, shall be
considered
as
a contribution by the corporation or other business entity, in violation of
this section.
(2) Any voluntary payroll deduction and/or contribution made by employees of a
corporation
or other business entity shall not be deemed a contribution of a corporation or
other
business
entity, notwithstanding that the contributions were sent to the recipient by
the
corporation
or other business entity.
(i) All contributions of funds shall be by check, money order, or credit card
and may be
made
over the Internet, but in each case the source of the funds must be identified;
provided, that
candidates
may accept contributions in cash which do not exceed twenty-five dollars
($25.00) in
the
aggregate from an individual within a calendar year. The cash contribution must
be delivered
directly
by the donor to the candidate, his or her campaign treasurer, or deputy
treasurer. The
treasurer
or deputy treasurer shall maintain a record of the name and address of all
persons
making
these cash contributions.
(j) Except as provided in subsection (h) of this section, no entity other than
an individual,
a
political action committee which is duly registered and qualified pursuant to
the terms of this
chapter,
political party committee authorized by this title, or an authorized committee
of an
elected
official or candidate established pursuant to this chapter shall make any
contribution to or
any
expenditure on behalf of or in opposition to any candidate, ballot question,
political action
committee,
or political party.
SECTION 15. Section
19-2-13 of the General Laws in Chapter 19-2 entitled "Creation
and Expansion" is hereby amended to read as
follows:
19-2-13.
Merger. -- (a) Any financial institution may, subject to the approval
of the
director
or the director's designee, to be given on any notice and terms that the
director or the
director's
designee may require:
(1) Merge into or consolidate with another regulated institution or other
insured-deposit-
taking
institution duly organized under the laws of the
(2) Purchase substantially all of the assets and assume substantially all of
the liabilities
of another
regulated institution or other insured-deposit-taking institution duly
organized under
the
laws of the
(3) Acquire more than fifty percent (50%) of the stock of another regulated
institution or
other
insured-deposit-taking institution duly organized under the laws of the
Any of these transactions shall be undertaken pursuant to a plan that has been
approved
by
an affirmative vote of two thirds (2/3) of the board of directors and, in the
case of a mutually
owned
financial institution, two thirds (2/3) of the board of directors or trustees
and a majority
vote
of the depositors of the mutually owned financial institutions present in
person or by proxy,
at
a meeting called by the board of directors or trustees. For the purpose of this
section, unless
otherwise
required under applicable provisions of federal banking law, the depositor
shall be
deemed
to be the individual whose tax identification number or social security number
is used by
the
bank for interest reporting purposes to the Internal Revenue Service.
(b) The director or the director's designee shall consider:
(1) The fairness to the owners of the financial institutions;
(2) The financial condition of the financial institutions; and
(3) The public convenience and advantage.
(c) All regulated institutions merged under this chapter shall comply with the
relevant
provisions
of sections 7-1.1-65 -- 7-1.1-69 7-1.2-1001 through 7-1.2-1005.
(d) The original of the articles of merger, bearing the approval of the
director or the
director's
designee, shall be filed with the director or the director's designee and
duplicates shall
be
filed with the secretary of state, who shall upon payment to him or her of
twenty-five dollars
($25.00)
issue a certificate of merger or certificate of consolidation pursuant to
section 7-1.1-68
7-1.2-1003. Upon the issuance of the certificate or upon a later
date, not more than thirty (30)
days
after the filing of the articles of merger or articles of consolidation, as may
be set forth in the
articles,
the merger or consolidation shall be effected pursuant to section 7-1.1-69
7-1.2-1005.
Any
shareholder of a financial institution that is a party to a plan requiring
approval under this
section
shall have the right to dissent from the action involved, in accordance with
section 7-1.1-
73 7-1.2-1201, and any shareholder who elects to exercise that
right in compliance with section 7-
1.1-74 7-1.2-1202 shall be entitled to the rights of
dissenting shareholders on the terms and
conditions
set forth in section 7-1.1-74 7-1.2-1202. References to
"articles of incorporation" in
chapter
1.1 1.2 of title 7 shall be deemed to refer to the
"Agreement to Form" of the financial
institution
involved.
SECTION 16. Section
19-3-1 of the General Laws in Chapter 19-3 entitled "Powers and
Operations" is hereby amended to read as follows:
19-3-1.
Law generally applicable to financial institutions. -- Every financial
institution
shall
have the powers, rights, and privileges, and be subject to all the duties,
restrictions, and
liabilities,
conferred and imposed upon it by this title, and in addition shall have all the
powers,
rights
and privileges, and be subject to all the duties, restrictions, and
liabilities, set forth in
chapters
1, 1.1 1.2, 4 to 6, and 9 of title 7, only as is not inconsistent
with the provisions of this
title,
notwithstanding anything to the contrary in the institution's agreement to
form. Every
financial
institution shall have the power to exercise, by its board of directors or
board of trustees
or
duly authorized officers or agents, all incidental powers necessary to carry on
the business of
banking
including but not limited to the power:
(1) To receive money on deposit and pay interest thereon;
(2) To receive, upon deposit and for safekeeping, property of every
description, upon
terms
prescribed by the financial institution and to construct, own, lease, and
maintain safe
deposit
vaults, with suitable boxes and places for the reception and deposit of the
property, and
lease
the use of places and boxes to individuals and corporations, upon any terms
that the
financial
institution may prescribe. The financial institution shall in no case incur any
liability on
account
of the deposit of any property so made with it, or by reason of the leasing of
any place of
deposit,
other than liability the financial institution expressly assumes by the terms
of the contract
or
receipt under which it has accepted the deposit or let the place of deposit;
(3) To act as a depository of public money or a financial agent under any law,
rule, or
regulation;
(4) To issue capital debentures with the approval of the director or the director's
designee;
(5) To make loans and mortgages and collect interest from them as may be agreed
upon;
(6) To invest in any bonds, obligations, or property, real, personal, or mixed,
as it may
deem
prudent, subject to any duties, restrictions, or limitations imposed by this
title;
(7) To exercise any power authorized for insured-deposit-taking institutions
duly
organized
under the laws of the United States which are members of the federal deposit
insurance
corporation;
(8) To exercise additional powers, not inconsistent with the carrying on of a
banking
business,
with the approval of the director or the director's designee.
SECTION 17. Sections
19-7-3, 19-7-4, 19-7-6 and 19-7-8 of the General Laws in
Chapter 19-7 entitled "Interstate Banking,
Interstate Branching and Bank Holding Company
Mergers and Acquisitions" are hereby amended to
read as follows:
19-7-3.
Interstate mergers of stock financial institutions. -- (a) Any
financial
institution
organized with capital stock may, subject to the approval of the director or
the
director's
designee, merge or consolidate with one or more banks:
(1) Each of which is organized with capital stock and is either a financial
institution or
an
out-of-state bank; and
(2) At least one of which is an out-of-state bank, pursuant to a plan of merger
or
consolidation
complying with the provisions of this section; provided, however, that the
following
conditions shall apply prior to June 1, 1997 to the extent consistent with and
not
preempted
by federal laws:
(i) The law of the state in which each of these out-of-state banks has its
principal office
permits
this type of merger or consolidation; and
(ii) The law of the state in which each of these out-of-state banks has its
principal office
authorizes,
under conditions not substantially more restrictive than those imposed by the
laws of
this
state, as determined by the director or the director's designee, a financial
institution organized
with
capital stock to be the successor bank of the merger or consolidation.
(b) The plan of merger or consolidation shall conform to the provisions of
section 7-1.1-
65
or 7-1.1-66 7-1.2-1001, as
the case may be, and to any other requirements that may be
imposed
by the laws applicable to each bank not organized under the laws of this state.
(c) The plan of merger or consolidation shall require approval as follows:
(1) With respect to each financial institution, by the board of directors and
shareholder of
that
financial institution pursuant to the applicable provisions of sections 7-1.1-65
-- 7-1.1-67 7-
1.2-1001
through 7-1.2-1002, except that a
plan of merger or consolidation must receive the
affirmative
vote of the holders of two thirds (2/3) or more of the shares entitled to vote
thereon;
and
(2) With respect to each bank not organized under the laws of this state, in
accordance
with
the applicable provisions imposed by the laws under which it is organized.
Thereafter,
articles
of merger or consolidation complying with the applicable provisions of section 7-1.1-68
7-1.2-1003 and the applicable provisions of the laws under which
each bank not organized under
the
laws of this state is organized shall be executed in accordance with the
applicable provisions
and
presented to the director or the director's designee for approval, by filing
three (3) originals
with
the director or the director's designee.
(d) Upon receipt of the articles of merger or consolidation, the director or
the director's
designee
shall furnish the applicant a form of notice specifying the names of the
constituent banks
and
assigning a date and place for public hearing on the plan of merger or
consolidation. The
applicant
shall publish the notice at least once a week for three (3) successive weeks,
in one or
more
newspapers designated by the director or the director's designee. Upon a
finding that the
public
interest so requires, the director or the director's designee may lessen the
period and the
manner
prescribed for giving notice. In determining whether to approve a proposed
merger or
consolidation,
the director or the director's designee shall consider whether the merger or
consolidation
is consistent with the safety and soundness of, and the needs and convenience
of the
communities
served by, each financial institution. The procedures for conducting hearings
by the
director
or the director's designee and the rights of appeal from decisions of the
director or the
director's
designee shall be governed by the applicable provisions of this title.
(e) If the director or the director's designee approves the merger or
consolidation in
accordance
with subsection (d), he or she shall endorse approval upon each original of the
articles
of
merger or articles of consolidation and shall deliver the articles to the
applicant. One original
of
the articles of merger or articles of consolidation bearing the approval in
writing shall be filed
with
the director or the director's designee and two (2) originals shall be filed
with the secretary
of
state, who shall upon payment to the director or the director's designee of
twenty-five dollars
($25.00)
issue a certificate of merger or certificate of consolidation pursuant to the
provisions of
section
7-1.1-68 7-1.2-1003. Upon the issuance of the certificate or upon
a later date, not more
than
thirty (30) days after the filing with the secretary of state of the articles
of merger or articles
of
consolidation, that may be set forth in the plan, the merger or consolidation
shall be effected
pursuant
to the provisions of this chapter with the effects set forth therein. At any
time prior to the
filing
of the articles of merger or articles of consolidation with the secretary of
state, the merger
or
consolidation may be abandoned pursuant to the provisions therefor, if any, set
forth in the
plan
of merger or consolidation.
(f) Any shareholder of a financial institution which is a party to a plan of
merger or
consolidation
under this section shall have the right to dissent from the corporate action
involved
in
accordance with the provisions of section 7-1.1-73 7-1.2-1201 and
on the terms and conditions
set
forth in section 7-1.1-74 7-1.2-1202.
(g) If the successor institution of a merger or consolidation under this
chapter is to be
organized
under laws other than the laws of this state, it shall file the following with
the director
or
the director's designee contemporaneously with the application for approval of
the merger or
consolidation:
(1) An agreement that it may be served with process in this state in any
proceeding for
the
enforcement of any obligation arising out of its business transacted in this
state and any
obligation
of any of its predecessor financial institutions, including the enforcement of
the rights
of
a dissenting shareholder of any predecessor financial institution;
(2) An irrevocable appointment of the director as its agent to accept service
of process in
any
proceeding in the courts of this state or the courts of the United States
situated in this state;
and
(3) An agreement that it will promptly pay to the dissenting shareholder of any
predecessor
financial institution the amount, if any, to which they shall be entitled.
19-7-4.
Interstate mergers of mutual financial institutions. -- (a) Any
financial
institution
organized without capital stock may, subject to the approval of the director or
the
director's
designee, merge or consolidate with one or more institutions, if:
(1) Each institution is organized without capital stock and is either a
financial institution
or
an out-of-state bank; and
(2) At least one institution is an out-of-state bank, pursuant to a plan of
merger or
consolidation
complying with the provisions of this section; provided, however, the following
conditions
shall apply prior to June 1, 1997 to the extent consistent with and not
preempted by
federal
law:
(i) That the law of the state in which each these out-of-state banks has its
principal office
expressly
permits this type of merger or consolidation and
(ii) The law of the state in which each of these out-of-state banks has its
principal office
expressly
authorizes, under conditions not substantially more restrictive than those
imposed by
the
laws of this state, as determined by the director or the director's designee, a
financial
institution
organized without capital stock under the laws of this state to be the
successor bank of
this
merger or consolidation.
(b) The plan of merger or consolidation shall conform to the relevant
provisions of
section
7-1.1-65 or 7-1.1-66 7-1.2-1001, and to the other requirements
that may be imposed by
the
laws applicable to each bank not organized under the laws of this state.
(c) The plan of merger or consolidation shall require approval as follows:
(1) With respect to a mutual savings bank, by a two thirds (2/3) vote of the
board of
trustees
and majority vote of the depositors of the mutual savings bank present in
person or by
proxy,
at a meeting called by the board of trustees; and
(2) With respect to each bank not organized under the laws of this state, in
accordance
with
the applicable provisions imposed by the laws under which it is organized.
Thereafter,
articles
of merger or articles of consolidation complying with the applicable provisions
of section
7-1.1-68 7-1.2-1003 and the applicable provisions of the
laws under which each bank not
organized
under the laws of this state is organized shall be executed in accordance with
these
provisions
and presented to the director or the director's designee for approval by filing
three (3)
originals
with the director or the director's designee.
(d) Upon receipt of the articles of merger or consolidation, the director or
the director's
designee
shall furnish the applicant a form of notice specifying the names of the
constituent banks
and
assigning a date and place for public hearing on the plan of merger or
consolidation. The
applicant
shall publish the notice at least once a week for three (3) successive weeks,
in one or
more
newspapers designated by the director or the director's designee. Upon a
finding that the
public
interest so requires, the director or the director's designee may lessen the
period and the
manner
prescribed for giving notice. In determining whether to approve a proposed
merger or
consolidation,
the director or the director's designee shall consider whether the merger or
consolidation
is consistent with the safety and soundness of, and the convenience and
advantage
of
the communities served by, each of these institutions. The procedures for
conducting hearings
by
the director or the director's designee and the rights of appeal from decisions
of the director or
the
director's designee shall be governed by the applicable provisions of this
title.
(e) If the director or the director's designee approves the merger or
consolidation in
accordance
with subsection (d), he or she shall endorse his or her approval upon each
original of
the
articles of merger or articles of consolidation and shall deliver the articles
to the applicant.
One
original of the articles of merger or articles of consolidation bearing the
approval in writing
shall
be filed with the director or the director's designee. Two (2) originals shall
be filed with the
secretary
of state, who shall upon payment to him or her of twenty-five dollars ($25.00)
issue a
certificate
of merger or certificate of consolidation pursuant section 7-1.1-68 7-1.2-1003.
Upon
the
issuance of the certificate or upon a later date, not more than thirty (30)
days after the filing
with
the secretary of state of the articles of merger or articles of consolidation,
that may be set
forth
in the plan, the merger or consolidation shall be effected pursuant to the
provisions of this
chapter
with the effects set forth therein. At any time prior to the filing of the
articles of merger or
articles
of consolidation with the secretary of state, the merger or consolidation may
be
abandoned
pursuant to the provisions therefor, if any, set forth in the plan of merger or
consolidation.
(f) A merger or consolidation may be approved and effected pursuant to the
provisions
of
this section, notwithstanding that the capital to liabilities ratio of the
constituent banks exceeds
the
percentage of any of the other constituent banks, and no constituent bank
having such excess
of
percentage shall be required to pay an extra dividend or make any distribution
to its
shareholders
or depositors, nor shall any shareholder or depositor have any appraisal or
dissenting
right
with respect to the merger or consolidation.
(g) If the successor bank of a merger or consolidation is to be organized under
laws other
than
the laws of this state, it shall file the following with the director or the
director's designee
contemporaneously
with the application for approval of the merger or consolidation:
(1) An agreement that it may be served with process in this state in any
proceeding for
the
enforcement of any obligation arising out of its business transacted in this
state and any of its
predecessor
financial institutions; and
(2) An irrevocable appointment of the director as its agent to accept service
of process in
any
proceeding in the courts of this state or the courts of the United States
situated in this state.
19-7-6.
Interstate purchases of assets and assumptions of liabilities. -- (a)
In addition
to
any other power granted under the laws of this state, a financial institution
may, with the
approval
of the director or the director's designee, purchase all or part of the assets
of, and assume
all
or part of the liabilities of, an out-of-state bank and operate any office or
branch of the out-of-
state
bank acquired in connection with the out-of-state bank.
(b) An out-of-state bank may, with the approval of the director or the
director's designee,
purchase
substantially all of the assets and assume substantially all of the liabilities
of a financial
institution
and operate any office or branch of the bank acquired in connection therewith;
provided,
however, that the law of the state in which the out-of-state bank has its
principal office:
(1) Permits such a purchase of assets, assumption of liabilities, and operation
of offices
and
branches; and
(2) Authorizes, under conditions not substantially more restrictive than those
imposed by
the
laws of this state, as determined by the director or the director's designee, a
financial
institution
to purchase assets, assume liabilities, and operate offices and branches in
another state.
No
out-of-state bank shall apply to the director or his or her designee for
approval of such a
purchase,
assumption, and operation unless the purchase, assumption, and operation shall
first be
approved
as follows:
(i) With respect to financial institutions having capital stock, by the board
of directors
and
shareholders pursuant to the applicable provisions of section 7-1.1-72 7-1.2-1102,
except
that
the purchase, assumption, and operation must receive the affirmative vote of
two-thirds (2/3)
or
more of the shareholders entitled to vote thereon;
(ii) With respect to a mutual savings bank organized under this title, by a two
thirds (2/3)
vote
of the board of trustees thereof and a majority vote of the depositors of the
mutual savings
bank
present in person or by proxy, at a meeting called by the board of trustees;
and
(iii) With respect to each such bank not organized under the laws of this
state, in
accordance
with the applicable provisions imposed by the laws under which it is organized.
(c) Upon the filing of an application to purchase assets and assume liabilities
under this
section,
together with duplicate originals of the agreement of purchase and assumption
entered
into
in connection therewith, the director or the director's designee shall furnish
the applicant a
form
of notice specifying the names of the purchasing financial institution and the
selling
financial
institution and the location of the offices or branches to be acquired and
assigning a date
and
place for public hearing on the application. The applicant shall publish the
notice at least
once
a week for three (3) successive weeks, in one or more newspapers designated by
the director
or
the director's designee. Upon a finding that the public interest so requires,
the director or the
director's
designee may lessen the period and the manner prescribed for giving notice.
In determining whether to approve the application, the director or the
director's designee
shall
consider whether the purchase, assumption, and operation is consistent with the
safety and
soundness
of, and the convenience and advantage of the communities served by, each
financial
institution
that is a party to the agreement. The procedures for conducting hearings by the
director
or
the director's designee and the rights of appeal from decisions of the director
or the director's
designee
shall be governed by the applicable provisions of this title. If the director
or the
director's
designee approves the application, he or she shall endorse his or her approval
upon each
original
of the agreement of purchase and assumption and shall deliver the agreement to
the
applicant.
One original of the agreement bearing the director's or the director's
designee's
approval
in writing shall be filed with the director or the director's designee and the
other shall be
retained
by the applicant as evidence of the approval. The applicant shall cause notice
of any
abandonment
of a transaction approved pursuant to this subsection to be filed with the
director or
the
director's designee, and in the event of such abandonment, any approval granted
hereunder
shall
be null and void.
(d) A shareholder of a selling financial institution shall have the right to
dissent from the
corporate
action involved in accordance with the provisions of section 7-1.1-73 7-1.2-1201
and
on
the terms and conditions set forth in section 7-1.1-74 7-1.2-1202.
No shareholder or depositor
of
a financial institution without capital stock that is a party to an agreement
of purchase and
assumption
shall have any appraisal or dissenting right with respect to this corporate
action.
(e) An out-of-state bank that is to be the purchasing bank shall file the
following with the
director
or the director's designee contemporaneously with the filing of any application
for
approval
under this section:
(1) An agreement that it may be served with process in this state in any
proceeding for
the
enforcement of any obligation arising out of its business transacted in this
state and any
obligation
assumed by it; and
(2) An irrevocable appointment of the director as its agent to accept service
of process in
any
proceeding in the courts of this state or the courts of the United States
situated in this state.
(f) The offices or branches acquired pursuant to an agreement of purchase and
assumption
approved by the director or the director's designee may be operated as branch
offices
of
the purchasing bank with the written permission of, and under conditions, if
any, approved by
the
director or the director's designee, whether or not the branch offices shall be
in more than one
state.
19-7-8.
Special definitions applicable to mergers, etc. -- For purposes of this
chapter:
(1) The surviving or new bank resulting from a merger or consolidation, as the
case may
be,
shall be called the "successor financial institution" or "successor
bank", as applicable;
(2) Each bank discontinuing its corporate existence pursuant to a merger or
consolidation
shall
be called a "predecessor financial institution" or "predecessor
bank", as applicable;
(3) The bank purchasing assets and assuming liabilities and acquiring offices
and
branches
under an agreement of purchase and assumption shall be called the
"purchasing
financial
institution" or "purchasing bank", as applicable;
(4) The bank selling assets and permitting its liabilities to be assumed and
transferring
branches
and offices under an agreement shall be called the "selling financial
institution" or
"selling
bank", as applicable;
(5) References to "articles of incorporation" in chapter 1.1 1.2
of title 7 shall be deemed
to
refer to the agreement to form, charter, or the articles or agreement of
association of each bank
or
financial institution involved, as from time to time amended, however it may be
described by
the
law under which the institution is organized and whether or not it shall have
been created by
any
special act of incorporation.
SECTION 18. Section
19-14-10 of the General Laws in Chapter 19-14 entitled "Licensed
Activities" is hereby amended to read as follows:
19-14-10.
Attorney for service of process. -- (a) Every licensee shall appoint
and
thereafter
maintain in this state a resident attorney with authority to accept process for
the
licensee
in this state, including the process of garnishment.
(1) A document evidencing the power of attorney shall be filed with the
director or the
director's
designee. The power of attorney shall state the business address, including
street and
number,
if any, of the resident attorney. Thereafter, if the resident attorney changes
his or her
business
address, he or she shall, within ten (10) days after any change, file in the
office of the
director
or the director's designee notice of the change setting forth the attorney's
current business
address.
(2) If the resident attorney dies, resigns, or leaves the state, the licensee
shall make a new
appointment
and file the power of attorney in the office of the director or the director's
designee.
The
power of attorney shall not be revoked until this power of attorney shall have
been given to
some
other competent person resident in this state and filed with the director or
the director's
designee.
(3) Service of process upon the resident attorney shall be deemed sufficient
service upon
the
licensee.
(4) Any licensee who fails to appoint a resident attorney and file the power of
attorney in
the
office of the director or the director's designee as above provided for, or
fails to replace a
resident
attorney for a period of thirty (30) days from vacancy, shall be liable for a
penalty not
exceeding
five hundred dollars ($500).
(5) Upon the filing of any power of attorney required by this section a fee of
twenty-five
dollars
($25.00) shall be paid to the director for the use of the state.
(6) Any licensee that is a corporation and complies with the provisions of
chapter 1.1 1.2
of
title 7 is exempt from the power of attorney filing requirements of this
section. Any licensee
that
is a limited partnership or limited liability company and complies with the
provisions of
chapters
13 and 16 of title 7 is exempt from the power of attorney requirements of this
section.
(b) Any process, including the process of garnishment, may be served upon the
director
or
the director's designee as agent of the licensee in the event that no resident
attorney can be
found
upon whom service can be made, or in the event that the licensee has failed to
designate a
resident
attorney as required, and process may be served by leaving a copy of the
process with a
fee
of twenty-five dollars ($25.00) which shall be included in the taxable costs of
the suit, action,
or
proceeding, in the hands of the director or the director's designee. This manner
of service upon
the
licensee shall be sufficient, provided that notice of service and a copy of the
process shall be
immediately
sent by certified mail by the plaintiff or the plaintiff's attorney of record
to the
licensee
at the latest address filed with the director or the director's designee. If
the licensee has
not
filed his or her address pursuant to this chapter, notice of service shall be
given in any manner
that
the court in which the action is pending may order as affording the licensee
reasonable
opportunity
to defend the action or to learn of the garnishment. Nothing contained in this
section
shall
limit or affect the right to serve process upon a licensee in any other manner
now or
hereafter
permitted by law.
SECTION 19. Section
23-19-10 of the General Laws in Chapter 23-19 entitled "Rhode
Island Resource Recovery Corporation" is hereby
amended to read as follows:
23-19-10.
General powers and duties. -- The corporation shall have all of the
powers
necessary
and convenient to carry out and effectuate the purposes and provisions of this
chapter,
including
but without limiting the generality of the foregoing, the power to:
(1) Sue and be sued in its own name;
(2) Have an official seal and alter the same at pleasure;
(3) Have perpetual succession;
(4) Maintain an office at a place or places within the state as it may
designate;
(5) Adopt and from time to time amend and repeal bylaws, rules, and
regulations, not
inconsistent
with this chapter and in a manner substantially similar to procedures set forth
in the
Administrative
Procedures Act as specified in chapter 35 of title 42, as amended, to carry
into
effect
the powers and purposes of the corporation and the conduct of its business; and
the bylaws,
rules,
and regulations may contain provisions indemnifying any person who is or was a
commissioner,
officer, employee, or agent of the corporation, in the manner and to the extent
provided
in section 7-1.1-4.1 7-1.2-814 of the Business Corporation Act;
(6) Elect or appoint officers and employ a staff and fix their duties,
qualifications, and
compensation;
(7) Engage the services of consultants for rendering professional and technical
assistance
and
advice, and employ architects, engineers, attorneys, accountants, construction,
and financial
experts
and any other advisors, consultants, and agents that may be necessary in its
judgment, and
to
fix their compensation;
(8) Conduct any hearings, examinations, and investigations that may be
necessary and
appropriate
to the conduct of its business and purposes;
(9) Obtain access to public records;
(10) Charge reasonable fees for the services it performs and provides;
(11) Purchase, receive, lease, or otherwise acquire, own, hold, improve, use,
and
otherwise
deal in and with, any project, including real or personal property, or any
interest
therein,
wherever situated;
(12) Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise
dispose of
all
or any part of its property and assets for consideration and upon terms and
conditions that the
corporation
shall determine;
(13) Make contracts and guarantees and incur liabilities, and borrow money at
rates of
interest
that the corporation may find feasible;
(14) Make and execute agreements of lease, conditional sales contracts,
installment sales
contracts,
loan agreements, mortgages, construction contracts, operation contracts, and
other
contracts
and instruments necessary or convenient in the exercise of the powers and
functions of
the
corporation granted by this chapter, which contracts may include provisions for
arbitration of
disputes;
(15) Lend money for its purposes, invest and reinvest its funds, and at its
option take and
hold
real and personal property as security for the payment of funds so loaned or
invested;
(16) Acquire or contract to acquire, from any person, firm, corporation,
municipality, the
federal
government, or the state, or any agency of either the federal government or the
state, by
grant,
purchase, lease, gift, or otherwise, or obtain options for the acquisition of
any property, real
or
personal, improved or unimproved, and interests in land less than the fee
thereof; and own,
hold,
clear, improve, develop, and rehabilitate, and sell, assign, exchange,
transfer, convey, lease,
mortgage,
or otherwise dispose of or encumber the same for the purposes of carrying out
the
provisions
and intent of this chapter, for consideration that the corporation shall
determine;
(17) (i) Sell, mortgage, lease, exchange, transfer, or otherwise dispose of or
encumber
any
of its projects, (or in the case of a sale to accept a purchase money mortgage
in connection
with
the project) or grant options for any purposes with respect to any real or
personal property or
interest
therein, all of the foregoing for the consideration that the corporation shall
determine.
Any
lease by the corporation to another party may be for that part of the
corporation's property,
real
or personal, for a period, upon terms or conditions, with or without an option
on the part of
the
lessee to purchase any or all of the leased property for consideration, at or
after the retirement
of
all indebtedness incurred by the corporation on account thereof, as the
corporation shall
determine;
(ii) Without limiting the generality of the foregoing, the corporation is expressly
empowered
to lease or sell any part of the real or personal property owned or controlled
by the
corporation
to the state, or any department of the state or to any municipality. The
provisions of
this
section or of any other laws of this state (other than this chapter)
restricting the power of the
state,
its departments or any municipality, to lease or sell property, or requiring or
prescribing
publication
of notice of the intention to lease or sell, that would in any manner interfere
with the
purpose
of this section, which is to provide for the mutual cooperation by and between
the
corporation
and the state, its departments, or any municipality, to the fullest extent
possible, are
not
applicable to leases and sales made pursuant to this section;
(18) Manage any project, whether then owned or leased by the corporation, and
enter
into
agreement with the state or any municipality or any person, firm, partnership,
or corporation,
either
public or private, for the purpose of causing any project to be managed;
(19) Make plans, surveys, studies, and investigations necessary or desirable,
in
conformity
with applicable provisions of the state guide plan as promulgated and provided
for by
the
state planning agency, with the participation of the state planning council
with due
consideration
to local plans and other state plans;
(20) Design or provide for the design of the solid waste management facilities
that the
corporation
will construct or cause to be constructed, as well as designs for the
alteration,
reconstruction,
improvement, enlargement, or extension of the facilities;
(21) Construct or to cause to be constructed solid waste transfer station
facilities,
processing
facilities, resource recovery facilities, and ultimate disposal facilities and
any other
solid
waste management facilities that may be required by the corporation for the
conduct of its
activities
as herein provided;
(22) Construct, acquire, repair, develop, own, operate, maintain, extend,
improve,
rehabilitate,
renovate, equip, and furnish one or more of its projects and make provision for
their
management,
and pay all or any part of the cost of one or more of its projects from the
proceeds
of
the bonds and notes of the corporation or from any contribution, gift,
donation, or any other
funds
made available to the corporation;
(23) Enter upon lands and waters, upon giving due notice as may be necessary,
to make
surveys,
soundings, borings, and any other examinations or tests as may be necessary to
accomplish
the purposes of this chapter;
(24) Enter into agreements or other transactions with and accept grants and the
cooperation
of the federal government or any instrumentality of the federal government in
furtherance
of the purposes of this chapter, including, but not limited to, the
development,
maintenance,
operation, and financing of any project, and to do any and all things necessary
in
order
to avail itself of aid and cooperation;
(25) Receive and accept bids or contributions from any source of money,
property, labor,
or
other things of value, to be held, used, and applied to carry out the purposes
of this chapter
subject
to the conditions upon which the grants and contributions may be made,
including, but not
limited
to, gifts or grants from any governmental agency or instrumentality of the
United States or
the
state, for any purpose consistent with this chapter;
(26) Prepare or cause to be prepared plans, specifications, designs, and
estimates of costs
for
the construction, reconstruction, rehabilitation, improvement, alteration, or
repair of any of its
projects,
and from time to time to modify the plans, specifications, designs or estimates;
(27) Provide advisory, consultative, training, and educational services,
technical
assistance
and advice to any person, firm, partnership, corporation, or municipality,
whether they
are
public or private, in order to carry out the purposes of this chapter;
(28) Review all municipal plans and proposals for the construction, or
installation of
solid
waste management facilities;
(29) Undertake and promote the conduct of research into source separation and
source
reduction
techniques, facilities, and systems and into other solid waste management areas
for any
purpose
consistent with this chapter; the corporation shall consistent with regulations
of the
department
of environmental management adopt a statewide plan for separation of solid
waste at
the
source of generation, at collection points or transfer stations and the
corporation and the
department
of environmental management shall cooperate on the implementation of a
statewide
plan.
The corporation, with the assistance of the department of environmental
management, will
submit
an annual report on the status of separation of solid waste in the state;
(30) Produce materials, fuels, energy, and by-products in any form from the
processing
of
solid wastes by the system, facilities, and equipment under its jurisdiction,
and to receive funds
or
revenues from their sale, and to deposit the funds or revenues in a bank or
banks;
(31) Borrow money and issue revenue bonds and notes and provide for the rights
of the
holders,
for any of its purposes, including, without limitation, the purpose of
providing funds to
pay
all or any part of the cost of any project and all costs incident to any
project, or for the
purpose
of refunding any bonds or notes issued;
(32) Subject to the provisions of any contract with noteholders or bondholders,
consent
to
the modification, with respect to rate of interest, time of payments or any
installment of
principal
or interest, security or any other term of any mortgage, mortgage loan,
mortgage loan
commitment,
contract, or agreement of any kind to which the corporation is a party;
(33) In connection with the property on which it has made a mortgage loan,
foreclose on
the
property or commence an action to protect or enforce any right conferred upon
it by law,
mortgage,
contract, or other agreement, and bid for and purchase the property at any
foreclosure
or
any other sale, or acquire or take possession of the property; and in that
event the corporation
may
complete, administer, pay the principal of or interest on any obligations
incurred in
connection
with the property, dispose of and otherwise deal with the property in a manner
that
may
be necessary or desirable to protect the interest of the corporation;
(34) As security for the payment of principal and interest on any bonds or
notes or any
agreements
made in connection therewith, mortgage and pledge any or all of its projects
and
property,
whether then owned or thereafter acquired, and pledge the revenues and receipts
from
all
or part thereof, and assign and pledge the leases, sales contracts, or loan
agreements or other
agreements
on any portion or all of its projects and property, and assign or pledge the
income
received
by virtue of the lease, sales contracts, loan agreements, or other agreements;
(35) Invest any funds of the corporation including funds held in reserve or
sinking funds,
or
any money not required for immediate use or disbursement at the discretion of
the corporation;
(36) Contract with the federal government, other states, state agencies, and
regional
authorities,
as the corporation shall deem necessary or convenient in carrying out the
purposes of
this
chapter;
(37) Be a promoter, partner, member, associate, or manager of any partnership,
enterprise,
or venture;
(38) Have and exercise all powers necessary or convenient to effect its
purposes;
(39) Insofar as the provisions of this chapter are inconsistent with the common
law or the
provisions
of any other laws of this state, general or special, restricting the power of
any public
agency
to enter into long term contracts which exceed the term of the governing body
of the
agency
or its members, the provisions of this chapter are controlling and the
corporation shall be
deemed
to have the power to enter into long term contracts which extend beyond the
terms of the
commissioners
as may be considered necessary, desirable, or convenient by the corporation;
provided,
however, that prior to the execution of the contract, the contract has been
reviewed by
the
auditor general;
(40) Control the transportation, storage, and final disposal of all solid waste
in the state
other
than from sources owned or operated by the federal government, including the
final
disposal
of solid waste in facilities owned, operated, controlled, financed, or
otherwise designated
by
the corporation; provided, however, that the corporation shall not be empowered
to engage in
the
transportation, transfer, or storage of solid waste, other than at recycling
facilities, except in
temporary
situations where a municipality has defaulted in its obligation under this act
or in
conjunction
with its activities at its disposal sites; provided, however, that the
corporation shall
not
be empowered to take any action that would adversely affect or impair the
validity of rights
and
obligations under any valid contract for the disposal of municipal waste, which
was in effect
on
March 1, 1985, or any extension of the contract if extension was approved by
the corporation,
or
the right of any municipality to continue the operation of its own landfill
until closure if the
landfill
was in use by the municipality on December 1, 1986;
(41) Insofar as the provisions of this chapter are inconsistent with the common
law or the
provisions
of any other laws of this state, general or special restricting the power of
any public
agency
to enter into long term contracts which exceed the term of the governing body
of the
agency
or its members, the provisions of this chapter are controlling, and the
corporation shall be
deemed
to have the power to enter into any long term contracts which extend beyond the
terms of
the
commissioners as may be considered necessary, desirable, or convenient by the
corporation;
and
(42) Undertake and promote continuing efforts to reduce the waste stream to the
extent
practicable
and economically feasible.
(43) To purchase, receive, lease, or otherwise acquire, own, hold, improve,
use, sell,
convey,
and otherwise deal in and with real or personal property, wherever situated.
SECTION 20. Section
27-1-40 of the General Laws in Chapter 27-1 entitled "Domestic
Insurance Companies" is hereby amended to read as
follows:
27-1-40.
Conversion to stock form of organization. -- (a) Any mutual insurance
company
created under the laws of this state which meets or exceeds all capital and
surplus funds
required
by law for the transaction of business in Rhode Island may convert to and
become an
insurance
company with a capital stock form of organization upon adoption of a plan of
conversion
by two-thirds ( 2/3) vote of the board of directors or other governing body and
approval
of the plan by the director of the department of business regulation and the
affirmative
vote
of one half ( 1/2) of its members or policyholders present in person or by
proxy at a meeting
called
by the board of directors or other governing body. Unless otherwise provided in
its charter
or
bylaws or plan of conversion, each member or policyholder shall have one vote,
and in the
case
of any policy or contract of group life or other group insurance, the employer
or other person
to
whom or in whose name the master policy or contract has been issued shall be
deemed to be
the
member or policyholder and shall be entitled to one vote for each policy or
contract of group
insurance
irrespective of the number of individuals insured. The plan of conversion shall
provide
that
the insurance company shall issue and sell the stock issued in connection with
the conversion
at
a price which represents its pro forma market value, as determined by an
independent
appraisal,
and shall offer its stock, initially, in a subscription offering to the members
or
policyholders,
individuals in the insurance company's management, and employee groups of the
insurance
company on an eligibility record date established by the board of directors,
giving the
members
or policyholders, individuals in the insurance company's management, and
employee
groups
priority rights to purchase the shares over the general public pro rata. The
plan of
conversion
may provide for the establishment of accounts for the benefit of members or
policyholders
pursuant to which the converting insurance company shall provide for the
continued
maintenance of its dividend practices required by existing charter, bylaws, or
policy
provisions
relative to its then existing lines of business, but assets in the account will
be assets of
the
converting insurance company, subject to liabilities in the same manner and
priority as all
other
assets of the company. The plan of conversion may provide for restrictions on
the amount
of
stock which any person or entity may purchase in the conversion, or own or
control after this,
which
may also be incorporated into the stock charter or agreement of association of
the
converted
entity.
(b) In connection with the conversion, the insurance company may form a holding
company
or utilize an existing holding company to hold all the shares of the converted
entity, and
offer
to its members or policyholders and the general public, subject to subscription
rights in
favor
of members or policyholders as stated in subsection (a), all of the stock of
the holding
company
in lieu of the capital stock of the converting insurance company. The
converting
insurance
company may, at the time of the conversion, merge any insurance company
subsidiary
into
the capital stock entity resulting from the conversion, or cause the subsidiary
to become a
separate
subsidiary of a holding company.
(c) The corporate existence of an insurance company converting to the stock
form of
organization
shall not terminate, but the converted institution shall be deemed to be a
continuation
of entity of the converted insurance company.
(d) The director of the department of business regulation, upon finding that
the
requirements
of this section and applicable regulations have been met, that the terms and
conditions
of the plan are fair and equitable, and that the conversion has been completed
with the
sale
of all shares offered in the conversion, shall issue a certificate of approval
of the conversion
to
the converted entity. Upon the payment of fifty dollars ($50.00), the
certificate of approval
shall
be filed in the office of the secretary of state, together with the certificate
of the general
treasurer
that the converted entity has paid into the treasury for the use of the state a
sum equal to
one-tenth
of one percent (.1%) of the capital stock, but in no event less than ten
thousand dollars
($10,000).
Upon the filing of the certificate with the secretary of state and payment of
fifty dollars
($50.00),
the secretary of state shall immediately record the certificate of approval and
stock
charter
or agreement of association, then the stock charter or agreement of association
will
become
effective.
(e) The director of the department of business regulation may employ staff
personnel and
professional
consultants and other persons to assist in the review of the plan of conversion
and
may
hold public hearings as, in the director's discretion, are desirable prior to
granting approval
of
the plan of conversion. All reasonable costs related to the review of the plan
of conversion,
including
the costs attributable to staff personnel and professional consultants, shall
be borne by
the
insurance company filing a plan of conversion for approval.
(f) The department of business regulation shall issue rules and regulations
implementing
this
section, which shall be administered by the director of the department of
business regulation.
(g) To the extent not inconsistent with this section, each insurance company
converted
into
a capital stock insurance company shall have all the powers, privileges,
including the right to
merge,
convert, or otherwise restructure its corporate form upon a two-thirds ( 2/3)
vote of its
stockholders
and subject to any regulatory approval as required by law, and duties and
liabilities
imposed
upon insurance companies generally under the laws of this state, as applicable.
Unless
otherwise
governed by the laws of this state specifically applicable to insurance
companies, a
capital
stock entity converted pursuant to this section shall be subject to the general
provisions of
the
Rhode Island Business Corporation Act, chapter 1.1 1.2 of title
7, with respect to its corporate
governance.
27-1-40.1. Mutual insurance holding companies.
SECTION 21. Section 27-41-3
of the General Laws in Chapter 27-41 entitled "Health
Maintenance Organizations" is hereby amended to
read as follows:
27-41-3.
Establishment of health maintenance organizations. -- (a) (1)
Notwithstanding
chapter 5.1 of title 7, sections 27-2-22, 27-19-4, 27-20-4, 27-20.1-2, and 27-
20.2-2,
or any other law of this state to the contrary, any public or private
organization may apply
to
the director of business regulation for and obtain a license to establish and
operate a health
maintenance
organization in compliance with this chapter. No public or private organization
shall
establish
or operate a health maintenance organization in this state without obtaining a
license
under
this chapter. A foreign corporation may qualify under this chapter, subject to
its registration
to
do business in this state as a foreign corporation under section 7-1.1-99
7-1.2-1401;
(2) Notwithstanding anything to the contrary in section 7-6-4, a non-profit
corporation
may
be organized for the purpose of a health maintenance organization and that
corporation shall
not
be subject to limits in its assets except as provided in this chapter.
(b) Each application for a license shall be verified by an officer or
authorized
representative
of the applicant, shall be in a form prescribed by the director in consultation
with
the
director of health, and shall set forth or be accompanied by the following:
(1) A copy of the organizational documents of the applicant, such as the
articles of
incorporation;
(2) A copy of the bylaws, rules and regulations, or similar document, if any,
regulating
the
conduct of the internal affairs of the applicant;
(3) A list of the names, addresses, and official positions of the persons who
are to be
responsible
for the conduct of the affairs of the applicant, including all members of the
board of
directors,
board of trustees, executive committee, or other governing board or committee,
the
principal
officers of the corporation;
(4) A copy of any contract made or to be made, including any revisions to the
document
between
any providers or persons listed in subdivision (3) of this subsection and the
applicant;
(5) A copy of the form of evidence of coverage to be issued to the enrollees;
(6) A copy of the form of the group contract, if any, which is to be issued to
employers,
unions,
trustees, or other organizations;
(7) Financial statements showing the applicant's assets, liabilities, and
sources of
financial
support. If the applicant's financial affairs are audited by independent
certified public
accountants,
a copy of the applicant's most recent regular certified financial statement
shall be
deemed
to satisfy this requirement unless the director directs that additional or more
recent
financial
information is required for the proper administration of this chapter;
(8) An examination report prepared by the insurance department of the company's
state
of
domicile or port of entry state. This requirement shall be deemed to be
satisfied if the report is
less
than five (5) years old and: (i) the insurance department at the time of the
examination was
accredited
under the National Association of Insurance Commissioners' financial
regulations
standards
and accreditation program or (ii) the examination is performed under the
supervision of
an
accredited insurance department or with the participation of one or more
examiners who are
employed
by an accredited state insurance department and who, after a review of the
examination
work
papers and report, state under oath that the examination was performed in a
manner
consistent
with the standards and procedures required by their insurance department. In
lieu of an
examination
meeting the requirements set forth in this section, an examination of the
company
may
be performed, prior to licensure, by the Rhode Island insurance division. The
examination
shall
be performed and the associated costs shall be borne by the company in
accordance with all
the
provisions of chapter 13.1 of this title.
(9) A description of the proposed method of marketing the health maintenance
organization,
a financial plan which includes a projection of the initial operating results
anticipated
until the organization has had net income for at least one year, and a
statement as to
the
sources of working capital and any other sources of funding;
(10) A power of attorney duly executed by the applicant, if not domiciled in
this state,
appointing
the director and his or her successors in office, and duly authorized deputies,
as the
true
and lawful attorney of the applicant in and for this state upon whom all lawful
process in any
legal
action or proceeding against the health maintenance organization on a cause of
action
arising
in this state may be served;
(11) A statement reasonably describing the geographic area or areas to be
served;
(12) A description of the complaint procedures to be utilized as required under
section
27-41-11;
(13) A description of the procedures and programs to be implemented to meet the
quality
of
health care requirements in section 27-41-4(a)(2);
(14) A description of the mechanism by which enrollees will be afforded an
opportunity
to
participate in matters of policy and operation under section 27-41-6(b);
(15) A description of the provider networks to be utilized to provide health
care services
to
enrollees;
(16) A description of the utilization management mechanisms by which enrollees'
access
to
and use of health services will be controlled; and
(17) Any other information that the director in consultation with the director
of health
may
require to make the determinations required in section 27-41-4.
(c) An applicant or a licensed health maintenance organization shall, unless
otherwise
provided
for in this chapter, file a notice describing any material modification of the
operation
including,
but not limited to, systematic changes in provider networks and mechanisms for
the
management
and control of the use of covered services by enrollees, set out in the
information
required
by subsection (b) of this section. The notice shall be filed with the director
and with the
director
of health prior to the modification. If the director or the director of health
does not
disapprove
within ninety (90) days of the filing, the modification shall be deemed
approved.
(d) An applicant or a licensed health maintenance organization shall file all
contracts of
reinsurance.
Any agreement between the organization and an insurer shall be subject to the
laws
of
this state regarding reinsurance. All reinsurance agreements and any
modifications to them
must
be filed and approved. Reinsurance agreements shall remain in full force and
effect for at
least
ninety (90) days following written notice by registered mail of cancellation to
the director by
either
party.
SECTION 22. Section
27-43-2 of the General Laws in Chapter 27-43 entitled "Captive
Insurance Companies" is hereby amended to read as
follows:
27-43-2.
Incorporation of captive insurance companies in this state. -- (a) A
subsidiary
captive insurance company shall be incorporated as a stock insurance company
with its
capital
divided into shares and held by the stockholders.
(b) An association captive insurance company or an industrial insured captive
insurance
company
may be:
(1) Incorporated as a stock insurance company with its capital divided into
shares and
held
by the stockholders; or
(2) Incorporated as a mutual insurance company without capital stock, the
governing
body
of which is elected by the member organizations of its association; or
(3) Organized as a reciprocal insurer in accordance with chapter 17 of this
title.
(c) A captive insurance company which is formed as a corporation shall have not
less
than
three (3) incorporators of whom not less than two (2) shall be residents of
this state.
(d) (1) In the case of a captive insurance company formed as a corporation,
before the
articles
of association are transmitted to the secretary of state, the incorporators
shall petition the
commissioner
to issue a certificate setting forth his or her finding that the establishment
and
maintenance
of the proposed corporation will promote the general good of the state. In
arriving at
the
finding, the commissioner shall consider:
(i) The character, reputation, financial responsibility, insurance experience,
and business
qualifications
of the incorporators and the proposed officers and directors;
(ii) The sources and availability of its capital; and
(iii) Other financial and business matters that the commissioner deems
advisable.
(2) In the case of a captive insurance company formed as a reciprocal insurer,
the
organizers
shall petition the commissioner to issue a certificate setting forth the
commissioner's
finding
that the establishment and maintenance of the proposed association will promote
the
general
good of the state. In arriving at that finding the commissioner shall consider:
(i) The character, reputation, financial responsibility, insurance experience,
and business
qualifications
of the organizers and the attorney in fact;
(ii) The sources and availability of its capital; and
(iii) Other financial and business matters that the commissioner shall deem
advisable.
(e) The articles of association, the certificate, and the organization fee
shall be
transmitted
to the secretary of state, who shall then record both the articles of
incorporation and
the
certificate.
(f) The capital stock of a captive insurance company incorporated as a stock
insurance
company
shall be issued at not less than par value, and all capital insurance companies
shall have
the
minimum capital provided in section 27-43-4.
(g) (1) In the case of a captive insurance company formed as a corporation in
this state,
at
least one of the members of the board of directors of a captive insurance
company incorporated
in
this state shall be a resident of this state.
(2) In the case of a captive insurance company formed as a reciprocal insurer
in this
state,
at least one of the members of the subscribers' advisory committee shall be a
resident of this
state.
(h) Every captive insurance company referenced within this subsection has the
powers
contained
in this chapter, and is subject to the provisions of this chapter, chapter 1 of
this title,
and
chapter 1.1 1.2 of title 7; provided, that insofar as the
provisions of this chapter are
inconsistent
with the provisions of chapter 1 of this title or chapter 1.1 1.2
of title 7, the
provisions
of this chapter are controlling.
(i) Captive insurance companies formed as corporations under the provisions of
this
chapter
have the privileges and are subject to the provisions of the general
corporation law and
the
applicable provisions contained in this chapter. In the event of conflict
between the provisions
of
the general corporation law and the provisions of this chapter, this chapter
controls.
(j) Captive insurance companies formed as reciprocal insurers under the
provisions of
this
chapter have all the privileges and are subject to all the obligations imposed
by chapter 17 of
this
title in addition to the applicable provisions of this chapter. In the event of
a conflict between
the
provisions of chapter 17 and the provisions of this chapter, this chapter
controls. To the extent
that
chapter 17 also subjects a reciprocal insurer to the other provisions of this
title, these other
provisions
are not applicable to a reciprocal insurer formed under this chapter unless
these
provisions
are expressly made applicable to these captive insurance companies by this
chapter.
(k) The articles of incorporation or bylaws of a captive insurance company
formed as a
corporation
may authorize a quorum of a board of directors to consist of no fewer than one
third (
1/3)
of the fixed or a majority of the prescribed number of directors as determined
by the charter
or
the bylaws of the corporation or by section 7-1.1-34 7-1.2-802.
(l) The subscribers' agreement or other organizing document of a captive
insurance
company
formed as a reciprocal insurer may authorize a quorum of a subscriber's
advisory
committee
to consist of no less than one third ( 1/3) of the number of its members.
SECTION 23. Section
35-12-5 of the General Laws in Chapter 35-12 entitled "University
of Rhode Island Research Corporation" is hereby
amended to read as follows:
35-12-5.
General powers. -- The corporation shall have all the powers necessary
and
convenient
to carry out and effectuate the purposes and provisions of this chapter,
including, but
not
limited to, the power to:
(1) Sue and be sued, complain and defend, in its corporate name;
(2) Have a seal which may be altered at pleasure, and use the seal by causing
it, or a
facsimile
thereof, to be impressed or affixed or in any other manner reproduced;
(3) Purchase, take, receive, or otherwise acquire, own, hold, use, and
otherwise deal in
and
with, intangible personal property, or any interest therein;
(4) Sell, convey, pledge, exchange, transfer, and otherwise dispose of all or
any part of
accounts
for such consideration and upon such terms and conditions as the corporation
shall
determine;
(5) Make contracts and incur liabilities, and borrow money at such rates of
interest as the
corporation
may determine;
(6) Make and execute all contracts, agreements, and instruments necessary or
convenient
in
the exercise of the powers and functions of the corporation granted by this
chapter;
(7) Invest and reinvest its funds;
(8) Conduct its activities, carry on its operations, and have offices and
exercise the
powers
granted by this chapter;
(9) Make and alter by-laws, not inconsistent with this chapter, for the
administration and
regulation
of the affairs of the corporation, and the by-laws may contain provisions
indemnifying
any
person who is or was a director, officer, employee, or agent of the
corporation, in the manner
and
to the extent provided in section 7-1.1-4.1 7-1.2-814; and
(10) Have and exercise all powers necessary or convenient to effect its
purposes.
SECTION 24. Section
39-3-24 of the General Laws in Chapter 39-3 entitled "Regulatory
Powers of Administration" is hereby amended to
read as follows:
39-3-24.
Transactions between utilities for which approval required. -- With the
consent
and approval of the division, but not otherwise:
(1) Any two (2) or more public utilities doing business in the same
municipality or
locality
within this state, or any two (2) or more public utilities whose lines
intersect or parallel
each
other within this state, or furnish a like service or product within this
state, may enter into
contracts
with each other that will enable the public utilities to operate their lines or
plants in
connection
with each other.
(2) Any public utility may purchase or lease all or any part of the property,
assets, plant,
and
business of any other public utility or merge with any other public utility,
and in connection
therewith
may exercise and enjoy all of the rights, powers, easements, privileges, and
franchises
theretofore
exercised and enjoyed by any other public utility with respect to the property,
assets,
plant,
and business so purchased, leased, or merged.
(3) Any public utility may merge with any other public utility or sell or lease
all or any
part
of its property, assets, plant, and business to any other public utility,
provided that the merger
or
a sale or lease of all or substantially all of its property, assets, plant, and
business shall be
authorized
by a vote of at least two-thirds ( 2/3) in interest of its stockholders at a
meeting duly
called
for the purpose. Any stockholder who shall not have voted in favor of the
merger sale or
lease,
either in person or by proxy, shall be entitled to the rights, and the
corporation shall be
subject
to the duties, obligations, and liabilities set forth in sections 7-1.1-73
and 7-1.1-74 7-1.2-
1201
and 7-1.2-1202 with respect to
dissenting stockholders and to corporations which sell, lease,
or
exchange their entire assets respectively.
(4) Any public utility may directly or indirectly purchase the stock of any
other public
utility.
(5) This section shall not apply to, and a public utility shall not be required
to obtain the
consent
and approval of the division for, the issuance of transition bonds or engaging
in any other
transactions
that are set forth in an application for a securitization order that is
approved by the
commission
pursuant to section 39-1-46.
SECTION 25. Sections
39-20-4 and 39-20-5 of the General Laws in Chapter 39-20
entitled "Ownership of Electric Generating
Facilities" are hereby amended to read as follows:
39-20-4.
Powers of foreign electric utilities and nonregulated power producers. --
(a)
Notwithstanding
the provisions of sections 7-1.1-99 and 7-1.1-100 7-1.2-1401 and
7-1.2-1402,
and
any other provision of any general or special law relating to the rights of foreign
corporations
to
transact business in this state and to produce a certificate of authority under
chapter 1.1 1.2 of
title
7 to transact business, limiting the powers, rights, and privileges of a
foreign corporation
procuring
a certificate, and establishing the duties, restrictions, penalties, and
liabilities imposed
on
a foreign corporation, but subject to the provisions of this chapter, a foreign
electric utility:
(1) Shall have the right to transact business in this state to the extent necessary
or
desirable
to exercise the powers set forth in section 39-20-3 in connection with electric
generating
facilities
or portions thereof located within this state or the product or service
therefrom or
securities
issued in connection with the financing of the facilities or portions thereof;
(2) Shall be entitled to procure a certificate of authority under chapter 1.1
1.2 of title 7 to
transact
business; and
(3) Shall have within this state the powers set forth in section 39-20-3 in
connection with
electric
generating facilities or portions thereof located within this state or the
product or service
therefrom
or securities issued in connection with the financing of facilities or portions
thereof.
(b) Nothing in this section shall be construed to authorize a foreign electric
utility to sell
electricity
at wholesale or retail within this state unless:
(1) The sale is authorized under its charter or the general or special laws of
this state
other
than by this chapter; or
(2) The sale constitutes a sale of capacity and related energy from a
specifically
identified
electric generating facility within this state or a sale of economy, backup, or
other
energy
therefrom. Nonregulated power producers shall not be subject to this
subsection.
39-20-5.
Regulation of foreign electric utilities. -- (a) A foreign electric
utility, in order
to
procure a certificate of authority to transact business in this state pursuant
to this chapter, shall
make
application therefor to the secretary of state pursuant to the provisions of
sections 7-1.1-103
and
7-1.1-104, 7-1.2-1405 and
7-1.2-1406 and shall be subject to sections 7-1.1-105 -- 7-1.1-115,
7-1.1-115.1,
7-1.1-117 -- 7-1.1-119, 7-1.1-121, 7-1.1-124 and 7-1.1-128 -- 7-1.1-133 7-1.2-1403
through
7-1.2-1418, 7-1.2-1501 and 7-1.2-1601 through 7-1.2-1604.
(b)
A foreign public utility which has received a certificate of authority to
transact
business
in this state pursuant to this chapter:
(1) Shall, before owning or operating an electric generating facility in this
state, notify
the
commission of the action to be taken by it;
(2) Shall thereafter furnish to the commission annually a copy of the annual
report filed
by
it with the utility regulatory agency of the state of its domicile or principal
locus; and
(3) Shall furnish to the commission from time to time such other information
with
respect
to its activities in the state as the commission may reasonably request.
SECTION 26 Sections
42-55-5 and 42-55-5.1 of the General Laws in Chapter 42-55
entitled "Rhode Island Housing and Mortgage
Finance Corporation" are hereby amended to read
as follows:
42-55-5.
General powers. -- The corporation shall have all of the powers
necessary and
convenient
to carry out and effectuate the purposes and provisions of this chapter;
including, but
without
limiting the generality of the foregoing, the power to:
(1) Sue and be sued in its own name;
(2) Have an official seal and alter it at pleasure;
(3) Have perpetual succession;
(4) Maintain an office in the city of Providence or at any other place or
places within this
state
as it may designate;
(5) Adopt and from time to time amend and repeal by-laws, rules, and
regulations, not
inconsistent
with this chapter, to carry into effect the powers and purposes of the
corporation and
the
conduct of its business, and such by-laws, rules, and regulations may contain provisions
indemnifying
any person who is or was a commissioner, officer, employee, or agent of the
corporation,
or is or was serving at the request of the corporation as a commissioner,
director,
officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or other
enterprise,
in the manner and to the extent provided in section 7-1.1-4.1 7-1.2-814;
(6) Make and execute contracts and all other instruments necessary or
convenient for the
exercise
of its powers and functions under this chapter;
(7) Acquire real or personal property, or any interest therein, on either a
temporary or
long
term basis in its own name by gift, purchase, transfer, foreclosure, lease, or
otherwise,
including
rights or easements in property; to hold, sell, assign, lease, encumber,
mortgage, or
otherwise
dispose of any real or personal property or any interest therein; to hold,
sell, assign, or
otherwise
dispose of any mortgage interest owned by it or under its control, custody or
in its
possession;
and to release or relinquish any right, title, claim, lien, interest, easement,
or demand,
however
acquired, including any equity or right of redemption in property foreclosed by
it, and to
do
any of the foregoing by public or private sale, with or without public bidding,
notwithstanding
the
provisions of any other law;
(8) Enter into agreements or other transactions with and accept grants and the
cooperation
of the United States or any governmental agency or instrumentality thereof or of
the
state
or any governmental agency or instrumentality thereof in furtherance of the
purposes of this
chapter,
including, but not limited to, the development, maintenance, operation, and
financing of
any
housing development, housing project, or health care facility, and to do any
and all things
necessary
in order to avail itself of such aid and cooperation;
(9) Make contracts with the state or any governmental agency thereof,
municipalities,
and
counties of the state, the federal government, public corporations or bodies,
and private
corporations
or individuals;
(10) Receive and accept aid or contributions from any source of money,
property, labor,
or
other things of value, to be held, used, and applied to carry out the purposes
of this chapter
subject
to the conditions upon which the grants and contributions may be made,
including, but not
limited
to, gifts or grants from any governmental agency or instrumentality of the
United States or
this
state for payment of rent supplements to eligible persons or families or for
the payment in
whole
or in part of the interest expense for a housing development, housing project,
or health care
facility
or for any other purpose consistent with this chapter;
(11) Provide, contract, or arrange for consolidated processing of any aspect of
a housing
development,
housing project, or health care facility in order to avoid duplication thereof
by
either
undertaking that processing in whole or in part on behalf of any governmental
agency, or
instrumentality
of the United States or of this state, or, in the alternative, to delegate the
processing
in whole or in part to any governmental agency or instrumentality;
(12) Stimulate environmental planning for housing for persons of low and
moderate
income
in order to enhance opportunities of those persons for self-development and
employment;
(13) Employ architects, engineers, attorneys, accountants, housing construction
and
financial
experts, and any other advisors, consultants, and agents that may be necessary
in its
judgment
and to fix their compensation;
(14) Procure insurance against any loss in connection with its property and
other assets,
including
mortgages and mortgage loans, in any amounts and from any insurers as it deems
desirable;
(15) Subject to any agreement with bondholders or noteholders, invest monies of
the
corporation
not required for immediate use, including proceeds from the sale of any bonds
or
notes,
in any securities, obligations, time or other deposit accounts as shall be
permitted by law
for
investment or deposit of state funds by the general treasurer and in secured
promissory notes
held
by municipal corporations which notes represent the borrowings by third parties
of federal
grants;
(16) Include in any borrowing any amount deemed necessary by the corporation to
pay
financing
charges, interest on these obligations for any period the corporation shall
permit,
consultant,
advisory and legal fees, and those other expenses that are necessary or
incident to this
borrowing;
(17) Subject to any agreements with bondholders or noteholders, to purchase
bonds or
notes
of the corporation out of any funds or money of the corporation available for this
purpose,
and
to hold, cancel, or resell those bonds or notes;
(18) Make and publish rules and regulations respecting its lending programs and
any
other
rules and regulations that are necessary to effectuate its corporate purposes;
(19) Make and execute contracts with mortgage bankers or other financial
institutions in
this
state for the servicing of mortgages acquired by the corporation pursuant to
this chapter, and
pay
the reasonable value of services rendered to the corporation pursuant to these
contracts;
(20) Subject to any agreement with bondholders or noteholders, renegotiate,
refinance,
or
foreclose, or contract for the foreclosure of, any mortgage in default; waive
any default or
consent
to the modification of the terms of any mortgage; commence any action to
protect or
enforce
any right conferred upon it by any law, mortgage, contract, or other agreement,
and bid
for
and purchase property at any foreclosure or at any other sale, or acquire or
take possession of
property;
operate, manage, lease, dispose of, and otherwise deal with this property, in
any manner
necessary
to protect the interest of the corporation and the holders of its bonds, notes,
and other
obligations;
(21) Borrow money and issue bonds and notes or other evidences of indebtedness;
(22) Subject to any agreement with bondholders or noteholders, consent to any
modification
with respect to rate of interest, time, and payment of any installment of
principal or
interest
security or any other term of any contract, mortgage, mortgage loan, mortgage
loan
commitment,
contract, or agreement of any kind to which the corporation is a party;
(23) Procure or agree to the procurement of insurance or guarantees from the
federal
government
or any governmental agency or instrumentality thereof, or from any private
insurance
company,
of the payment of any bonds or notes or any other evidences of indebtedness
issued by
the
corporation including the power to pay premiums on that insurance;
(24) Insure long-term mortgage loans made by mortgage lenders approved by the
corporation
to eligible housing sponsors as determined by the corporation. The corporation
may
establish
any terms and conditions it deems necessary for the supervision of the holders
of
corporation
insured loans and for its insurance program, including the maximum amount which
may
be insured, maximum interest rates, down payment requirements, refinancing terms,
insurance
premium requirements, and remedies on default or foreclosure;
(25) Make temporary loans, with or without interest, to eligible housing
sponsors of
single-family
residential housing units to be owned and occupied by the sponsor to defray
down
payment
costs and charges on mortgage loans purchased or made by the corporation;
(26) Make and undertake to make any and all contracts and agreements, including
the
payment
of fees, with mortgage lenders in this state for assistance rendered to the
corporation;
(27) Subject to any agreement with bondholders or noteholders, to purchase and
make
commitments
for the purchase of, to invest in, and dispose of securities or other
obligations
issued
by mortgage lenders to finance residential housing for persons and families of
low and
moderate
income, including, but not limited to, securities or other obligations payable
from,
backed
by or otherwise evidencing an interest in mortgages securing mortgage loans to
finance
residential
housing for persons and families of low and moderate income;
(28) To the extent permitted under its contract with the holders of bonds, bond
anticipation
notes and other obligations, enter into contracts with any mortgagor containing
provisions
enabling the mortgagor to reduce the rental or carrying charges to families of
persons
unable
to pay the regular schedule of charges for housing where, by reason of other
income or
payment
from any department, agency, or instrumentality of the United States or this
state, the
reductions
can be made without jeopardizing the economic stability of housing being
financed;
(29) Establish any programs of compensation, including deferred compensation
and
retirement
plans, as the commissioner may deem appropriate;
(30) Do any and all things necessary or convenient to carrying out its purposes
and
exercise
the powers given and granted in this chapter;
(31) Issue assurances and guarantees and to secure them with any collateral
that the
corporation
may deem appropriate;
(32) Notwithstanding any other law to the contrary, to make subsidies in
furtherance of
its
corporate purposes, whether in the form of interest cost savings or otherwise,
and to require a
recipient
thereof to repay all or any portion of that subsidy upon those terms and
conditions that
the
corporation may establish;
(33) Establish an insurance fund and to insure therefrom, either alone or in
conjunction
with
private enterprise, the state, the United States, or any governmental agency or
instrumentality
thereof, mortgage loans or participations whether or not made or acquired by
the
corporation;
and
(34) Establish an equal employment and affirmative action program applicable to
direct
and
indirect recipients of funds of the corporation.
(35) To administer and manage Section 8 tenant based certificate programs and
Section 8
rental
voucher programs in those municipalities that do not have a local housing
authority and in
those
municipalities whose local housing authority elects to contract with Rhode
Island Housing
Mortgage
and Finance Corporations.
42-55-5.1.
Subsidiary corporations. -- (a) To further its purposes, the
corporation shall
have
the power to form one or more subsidiary corporations under either section 7-1.1-1
7-1.2-1
et
seq. or 7-6-1 et seq. in accordance with the procedures therein contained. Each
subsidiary
corporation
shall be governed by the section under which it is formed, provided that each
shall be
subject
to the same restrictions and limitations as to its powers and purposes to which
the
corporation
is subject under this chapter and shall be deemed a state agency only for the
purposes
of
section 42-46-1 et seq. and section 38-2-1 et seq. The corporation may delegate
any of its
powers,
obligations, and duties under this chapter to any subsidiary corporation by
inclusion of its
powers,
obligations and duties in the articles of incorporation of the subsidiary
corporation.
Subsidiary
corporations so formed shall constitute legal entities separate and distinct
from each
other,
the corporation, and the state. The corporation shall not be liable for the
debts or
obligations
or for any actions or inactions of its subsidiary corporations unless the
corporation
expressly
agrees otherwise in writing. The corporation may make loans or grants to a
subsidiary
corporation
from time to time to enable the subsidiary corporation to carry out its
purposes. The
commissioners
of the corporation shall constitute all of the directors of each subsidiary
corporation.
(b) The state, any municipality or any state commission, public authority,
agency,
officer,
department, board, or division authorized and empowered to enter into
agreements with,
to
grant, convey, lease, or otherwise transfer any property to, or to otherwise
transact business
with
the corporation, shall have the same authorization and power to engage in these
activities
with
each subsidiary corporation of the corporation.
SECTION 27. Section
42-63.4-4 of the General Laws in Chapter 42-63.4 entitled "New
Shoreham Tourism Council, Inc." is hereby amended
to read as follows:
42-63.4-4.
General powers. -- Except to the extent inconsistent with any specific
provision
of this chapter, the corporation shall have the power:
(1) To sue and be sued, complain and defend, in its corporate name;
(2) To have a seal which may be altered at pleasure and to use the seal by
causing it, or a
facsimile
of the seal, to be impressed or affixed, or in any other manner reproduced;
(3) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use and
otherwise
deal in and with, personal property, or any interest in personal property,
wherever
situated;
(4) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise
dispose of
all
or any part of its property and assets for such consideration and upon such
terms and
conditions
as the corporation shall determine;
(5) To make and execute agreements of lease, conditional sales contracts,
installment
sales
contracts, loan agreements, mortgages, construction contracts, operation
contracts, and other
contracts
and instruments necessary or convenient in the exercise of the powers and
functions of
the
corporation granted by this chapter;
(6) To conduct its activities, carry on its operations, and have offices and
exercise the
powers
granted by this chapter, within or outside of the state;
(7) To elect or appoint officers, and agents of the corporation, and define
their duties and
fix
their compensation;
(8) To make and alter by-laws, not inconsistent with this chapter, for the
administration
and
regulation of the affairs of the corporation; these by-laws may contain
provisions
indemnifying
any person who is or was a director, officer, employee or agent of the
corporation,
or
is or was serving at the request of the corporation as a director, officer,
employee or agent of
another
corporation, partnership, joint venture, trust or other enterprise, in the
manner and to the
extent
provided in section 7-1.1-4.1 7-1.2-814 of the business
corporation act;
(9) To hire and fire employees as necessary to properly conduct the daily
operation of
the
corporation; and
(10) To have and exercise all powers necessary or convenient to effect its
purposes.
SECTION 28. Sections
42-64-6 and 42-64-7.1 of the General Laws in Chapter 42-64
entitled "Rhode Island Economic Development
Corporation" are hereby amended to read as
follows:
42-64-6.
General powers. [Effective until Decenber 31, 2004]. -- (a) Except to
the
extent
inconsistent with any specific provision of this chapter, the corporation shall
have the
power:
(1) To sue and be sued, complain and defend, in its corporate name.
(2) To have a seal which may be altered at pleasure and to use the seal by
causing it, or a
facsimile
of the seal, to be impressed or affixed, or in any other manner reproduced.
(3) To purchase, take, receive, lease, 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.
(4) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise
dispose of
all
or any part of its property and assets for any consideration and upon any terms
and conditions
as
the corporation shall determine.
(5) To make contracts and guarantees and incur liabilities, borrow money at any
rates of
interest
as the corporation may determine.
(6) To make and execute agreements of lease, conditional sales contracts,
installment
sales
contracts, loan agreements, mortgages, construction contracts, operation
contracts, and other
contracts
and instruments necessary or convenient in the exercise of the powers and
functions of
the
corporation granted by this chapter.
(7) To lend money for its purposes, invest and reinvest its funds, and at its
option to take
and
hold real and personal property as security for the payment of funds so loaned
or invested.
(8) To acquire or contract to acquire, from any person, firm, corporation,
municipality,
the
federal government, or the state, or any agency of either the federal
government or the state,
by
grant, purchase, lease, gift, condemnation, or otherwise, or to obtain options
for the acquisition
of
any property, real or personal, improved or unimproved, and interests in land
less than the fee
thereof;
and to own, hold, clear, improve, develop, and rehabilitate, and to sell,
assign, exchange,
transfer,
convey, lease, mortgage, or otherwise dispose or encumber that property for the
purposes
of carrying out the provisions and intent of this chapter, for any
consideration as the
corporation
shall determine.
(9) To conduct its activities, carry on its operations, and have offices and
exercise the
powers
granted by this chapter, within or outside of the state.
(10) To elect or appoint officers and agents of the corporation, and define
their duties
and
fix their compensation.
(11) To make and alter by-laws, not inconsistent with this chapter, for the
administration
and
regulation of the affairs of the corporation, and those by-laws may contain
provisions
indemnifying
any person who is or was a director, officer, employee, or agent of the
corporation,
or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of
another
corporation, partnership, joint venture, trust, or other enterprise, in the
manner and to the
extent
provided in section 7-1.1-4.1 7-1.2-814 of the business
corporation act.
(12) To be a promoter, partner, member, associate, or manager of any
partnership,
enterprise,
or venture.
(13) To have and exercise all powers necessary or convenient to effect its
purposes;
provided,
however, that the corporation shall not have any power to create, empower or
otherwise
establish
any corporation, subsidiary corporation, corporate body, any form of
partnership, or any
other
separate entity without the express approval and authorization of the general
assembly.
(b) Express approval and authorization of the general assembly shall be deemed
to have
been
given for all legal purposes on July 1, 1995 for the creation and lawful
management of a
subsidiary
corporation created for the management of the Quonset Point/Davisville
Industrial
Park,
that subsidiary corporation being managed by a board of directors, the members
of which
shall
be constituted as follows: (1) two (2) members who shall be appointed by the
town council
of
the town of North Kingstown; (2) two (2) members who shall be residents of the
town of North
Kingstown
appointed by the governor; (3) four (4) members who shall be appointed by the
governor;
(4) the chairperson, who shall be the executive director of the economic
development
corporation;
and (5) non-voting members who shall be the members of the general assembly
whose
districts are comprised in any part by areas located within the town of North Kingston
Kingstown.
42-64-6.
General powers. [Effective December 31, 2004.] -- (a) Except to the
extent
inconsistent
with any specific provision of this chapter, the corporation shall have the
power:
(1) To sue and be sued, complain and defend, in its corporate name.
(2) To have a seal which may be altered at pleasure and to use the seal by
causing it, or a
facsimile
of the seal, to be impressed or affixed, or in any other manner reproduced.
(3) To purchase, take, receive, lease, 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.
(4) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise
dispose of
all
or any part of its property and assets for any consideration and upon any terms
and conditions
as
the corporation shall determine.
(5) To make contracts and guarantees and incur liabilities, borrow money at any
rates of
interest
as the corporation may determine.
(6) To make and execute agreements of lease, conditional sales contracts,
installment
sales
contracts, loan agreements, mortgages, construction contracts, operation
contracts, and other
contracts
and instruments necessary or convenient in the exercise of the powers and
functions of
the
corporation granted by this chapter.
(7) To lend money for its purposes, invest and reinvest its funds, and at its
option to take
and
hold real and personal property as security for the payment of funds so loaned
or invested.
(8) To acquire or contract to acquire, from any person, firm, corporation,
municipality,
the
federal government, or the state, or any agency of either the federal
government or the state,
by
grant, purchase, lease, gift, condemnation, or otherwise, or to obtain options
for the acquisition
of
any property, real or personal, improved or unimproved, and interests in land
less than the fee
thereof;
and to own, hold, clear, improve, develop, and rehabilitate, and to sell,
assign, exchange,
transfer,
convey, lease, mortgage, or otherwise dispose or encumber that property for the
purposes
of carrying out the provisions and intent of this chapter, for any
consideration as the
corporation
shall determine.
(9) To conduct its activities, carry on its operations, and have offices and
exercise the
powers
granted by this chapter, within or outside of the state.
(10) To elect or appoint officers and agents of the corporation, and define
their duties
and
fix their compensation.
(11) To make and alter by-laws, not inconsistent with this chapter, for the
administration
and
regulation of the affairs of the corporation, and those by-laws may contain
provisions
indemnifying
any person who is or was a director, officer, employee, or agent of the
corporation,
or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of
another
corporation, partnership, joint venture, trust, or other enterprise, in the
manner and to the
extent
provided in section 7-1.1-4.1 7-1.2-814 of the business corporation act.
(12) To be a promoter, partner, member, associate, or manager of any
partnership,
enterprise,
or venture.
(13) To have and exercise all powers necessary or convenient to effect its
purposes;
provided,
however, that the corporation shall not have any power to create, empower or
otherwise
establish
any corporation, subsidiary corporation, corporate body, any form of
partnership, or any
other
separate entity without the express approval and authorization of the general
assembly.
(b) Express approval and authorization of the general assembly shall be deemed
to have
been
given for all legal purposes on July 1, 1995 for the creation and lawful
management of a
subsidiary
corporation created for the management of the Quonset Point/Davisville
Industrial
Park,
that subsidiary corporation being managed by a board of directors, the members
of which
shall
be constituted as follows: (1) two (2) members who shall be appointed by the
town council
of
the town of North Kingstown; (2) two (2) members who shall be residents of the
town of North
Kingstown
appointed by the governor; (3) four (4) members who shall be appointed by the
governor;
(4) the chairperson, who shall be the executive director of the economic
development
corporation;
and (5) non-voting members who shall be the members of the general assembly
whose
districts are comprised in any part by areas located within the town of North
Kingstown.
The approval and authorization provided herein shall terminate upon the
establishment
of
the Quonset Development Corporation as provided for in chapter 64.10 of this
title.
42-64-7.1.
Subsidiaries. [Effective until December 31, 2004.] -- (a) (1) The
parent
corporation
shall have the right to exercise and perform its powers and functions, or any
of them,
through
one or more subsidiary corporations whose creation shall be approved and
authorized by
the
general assembly.
(2) Express approval and authorization of the general assembly shall be deemed
to have
been
given for all legal purposes on July 1, 1995 for the creation and lawful
management of a
subsidiary
corporation created for the management of the Quonset Point/Davisville
Industrial
Park,
that subsidiary corporation being managed by a board of directors, the members
of which
shall
be constituted as follows: (i) two (2) members who shall be appointed by the
town council
of
the town of North Kingstown; (ii) two (2) members who shall be residents of the
town of North
Kingstown
appointed by the governor; (iii) four (4) members who shall be appointed by the
governor;
(iv) the chairperson, who shall be the executive director of the economic
development
corporation;
and (v) non-voting members, who shall include the members of the general
assembly
whose
districts are comprised in any part by areas located within the town of North
Kingstown
and
one non-voting member who shall be a resident of the town of Jamestown,
appointed by the
town
council of the town of Jamestown. Upon receipt of approval and authorization
from the
general
assembly, the parent corporation by resolution of the board of directors may
direct any of
its
directors, officers, or employees to create subsidiary corporations pursuant to
chapter 1.1 1.2
or
6 of title 7 or in the manner described in subsection (b); provided, that the
parent corporation
shall
not have any power or authority to create, empower or otherwise establish any
corporation,
subsidiary
corporation, corporate body or any form of partnership or any other separate
entity,
without
the express approval and authorization of the general assembly.
(b) As used in this section, "subsidiary public corporation" means a
corporation created
pursuant
to the provisions of this section. The person or persons directed by the
resolution
referred
to in subsection (a) shall prepare articles of incorporation setting forth: (1)
the name of
the
subsidiary public corporation; (2) the period of duration, which may be perpetual;
(3) the
purpose
or purposes for which the subsidiary public corporation is organized which
shall not be
more
extensive than the purposes of the corporation set forth in section 42-64-5;
(4) the number
of
directors (which may, but need not be, more than one) constituting the initial
board of directors
and
their names and business or residence addresses; (5) the name and business or
residence
address
of the person preparing the articles of incorporation; (6) the date when
corporate
existence
shall begin (which shall not be earlier than the filing of the articles of
incorporation
with
the secretary of state as provided in this subsection); (7) any provision, not
inconsistent with
law,
which the board of directors elect to set forth in the articles of
incorporation for the
regulation
of the internal affairs of the subsidiary public corporation; and (8) a
reference to the
form
of authorization and approval by the general assembly and to the resolution of
the board of
directors
authorizing the preparation of the articles of incorporation. Duplicate
originals of the
articles
of incorporation shall be delivered to the secretary of state. If the secretary
of state finds
that
the articles of incorporation conform to the provisions of this subsection, the
secretary shall
endorse
on each of the duplicate originals the word "Filed," and the month,
day and year of the
filing;
file one of the duplicate originals in his or her office; and a certificate of
incorporation to
which
the secretary shall affix the other duplicate original. No filing fees shall be
payable upon
the
filing of articles of incorporation. Upon the issuance of the certificate of
incorporation or upon
a
later date specified in the articles of incorporation, the corporate existence
shall begin and the
certificate
of incorporation shall be conclusive evidence that all conditions precedent
required to
be
performed have been complied with and that the subsidiary public corporation
has been duly
and
validly incorporated under the provisions hereof. The parent corporation may
transfer to any
subsidiary
public corporation any moneys, real, personal, or mixed property or any project
in
order
to carry out the purposes of this chapter. Each subsidiary public corporation
shall have all
the
powers, privileges, rights, immunities, tax exemptions, and other exemptions of
the parent
corporation
except to the extent that the articles of incorporation of the subsidiary
public
corporation
shall contain an express limitation and except that the subsidiary public
corporation
shall
not have the condemnation power contained in section 42-64-9, nor shall it have
the powers
contained
in, or otherwise be subject to, the provisions of section 42-64-12 and section
42-64-
13(a),
nor shall it have the power to create, empower or otherwise establish any
corporation,
subsidiary
corporation, corporate body, any form of partnership, or any other separate
entity,
without
the express approval and authorization of the general assembly.
(c) Any subsidiary corporation shall not be subject to the provisions of
section 42-64-
8(a),
(c), and (d), except as otherwise provided in the articles of incorporation of
the subsidiary
corporation.
(d) The corporation, as the parent corporation of the Rhode Island Airport
Corporation,
shall
not be liable for the debts or obligations or for any actions or inactions of
the Rhode Island
Airport
Corporation, unless the corporation expressly agrees otherwise in writing.
(e) The East Providence Waterfront District shall, with the approval of its
commission
and
the board of directors of the corporation, be a subsidiary of the corporation
for the purposes
of
exercising such powers of the corporation as the board of directors shall
determine, and
notwithstanding
the requirements of paragraph (b) above, the act creating the District shall be
deemed
fully satisfactory for the purposes of this section regarding the establishment
of
subsidiary
public corporations, and the express approval and authorization of the general
assembly
shall be deemed to have been given for all legal purposes for the creation and
lawful
management
of a subsidiary corporation created for the purposes of implementing the purposes
of
the
District.
(f) The parent corporation is hereby authorized and empowered to create a
subsidiary
corporation
for the expressed purpose to issue bonds and notes of the type and for those
projects
and
purposes specified in the Joint Resolution and Act of the General Assembly
adopted by the
Rhode
Island House of Representatives and the Rhode Island Senate.
42-64-7.1.
Subsidiaries. [Effective December 31, 2004.] -- (a) (1) The parent
corporation
shall have the right to exercise and perform its powers and functions, or any
of them,
through
one or more subsidiary corporations whose creation shall be approved and
authorized by
the
general assembly.
(2) (i) Express approval and authorization of the general assembly shall be
deemed to
have
been given for all legal purposes on July 1, 1995 for the creation and lawful
management of
a
subsidiary corporation created for the management of the Quonset
Point/Davisville Industrial
Park,
that subsidiary corporation being managed by a board of directors, the members
of which
shall
be constituted as follows: (i) two (2) members who shall be appointed by the
town council
of
the town of North Kingstown; (ii) two (2) members who shall be residents of the
town of North
Kingstown
appointed by the governor; (iii) four (4) members who shall be appointed by the
governor;
(iv) the chairperson, who shall be the executive director of the economic
development
corporation;
and (v) non-voting members, who shall include the members of the general
assembly
whose
districts are comprised in any part by areas located within the town of North
Kingstown
and
one non-voting member who shall be a resident of the town of Jamestown, appointed
by the
town
council of the town of Jamestown. Upon receipt of approval and authorization
from the
general
assembly, the parent corporation by resolution of the board of directors may
direct any of
its
directors, officers, or employees to create subsidiary corporations pursuant to
chapter 1.1 1.2
or
6 of title 7 or in the manner described in subsection (b); provided, that the
parent corporation
shall
not have any power or authority to create, empower or otherwise establish any
corporation,
subsidiary
corporation, corporate body or any form of partnership or any other separate
entity,
without
the express approval and authorization of the general assembly.
The approval and authorization provided herein shall terminate upon the
establishment
of
the Quonset Development Corporation as provided for in chapter 64.10 of this
title.
(ii) The Quonset Development Corporation shall be deemed a subsidiary of the
corporation:
(A) As set forth in section 42-64.10-6(c); and
(B) Insofar as it exercises any powers and duties delegated to it by the
corporation
pursuant
to this chapter for any project other than on real and personal property owned,
leased or
under
the control of the corporation located in the town of North Kingstown, and the
corporation
shall
be deemed to have authority to delegate any of its powers, with the exception
of the power
to
issue any form of negotiable bonds or notes and the power of eminent domain, in
order to
accomplish
the purposes of chapter 64.10 of this title; provided, however, that the
corporation
may,
as provided for in this chapter, issue bonds or exercise the power of eminent
domain on
behalf
of the Quonset Development Corporation or to undertake a project of the Quonset
Development
Corporation.
(b) As used in this section, "subsidiary public corporation" means a
corporation created
pursuant
to the provisions of this section. The person or persons directed by the
resolution
referred
to in subsection (a) shall prepare articles of incorporation setting forth: (1)
the name of
the
subsidiary public corporation; (2) the period of duration, which may be
perpetual; (3) the
purpose
or purposes for which the subsidiary public corporation is organized which
shall not be
more
extensive than the purposes of the corporation set forth in section 42-64-5;
(4) the number
of
directors (which may, but need not be, more than one) constituting the initial
board of directors
and
their names and business or residence addresses; (5) the name and business or
residence
address
of the person preparing the articles of incorporation; (6) the date when
corporate
existence
shall begin (which shall not be earlier than the filing of the articles of
incorporation
with
the secretary of state as provided in this subsection); (7) any provision, not
inconsistent with
law,
which the board of directors elect to set forth in the articles of
incorporation for the
regulation
of the internal affairs of the subsidiary public corporation; and (8) a
reference to the
form
of authorization and approval by the general assembly and to the resolution of
the board of
directors
authorizing the preparation of the articles of incorporation. Duplicate
originals of the
articles
of incorporation shall be delivered to the secretary of state. If the secretary
of state finds
that
the articles of incorporation conform to the provisions of this subsection, the
secretary shall
endorse
on each of the duplicate originals the word "Filed," and the month,
day and year of the
filing;
file one of the duplicate originals in his or her office; and a certificate of
incorporation to
which
the secretary shall affix the other duplicate original. No filing fees shall be
payable upon
the
filing of articles of incorporation. Upon the issuance of the certificate of
incorporation or upon
a
later date specified in the articles of incorporation, the corporate existence
shall begin and the
certificate
of incorporation shall be conclusive evidence that all conditions precedent
required to
be
performed have been complied with and that the subsidiary public corporation
has been duly
and
validly incorporated under the provisions hereof. The parent corporation may
transfer to any
subsidiary
public corporation any moneys, real, personal, or mixed property or any project
in
order
to carry out the purposes of this chapter. Each subsidiary public corporation
shall have all
the
powers, privileges, rights, immunities, tax exemptions, and other exemptions of
the parent
corporation
except to the extent that the articles of incorporation of the subsidiary
public
corporation
shall contain an express limitation and except that the subsidiary public
corporation
shall
not have the condemnation power contained in section 42-64-9, nor shall it have
the powers
contained
in, or otherwise be subject to, the provisions of section 42-64-12 and section
42-64-
13(a),
nor shall it have the power to create, empower or otherwise establish any
corporation,
subsidiary
corporation, corporate body, any form of partnership, or any other separate
entity,
without
the express approval and authorization of the general assembly.
(c) Any subsidiary corporation shall not be subject to the provisions of
section 42-64-
8(a),
(c), and (d), except as otherwise provided in the articles of incorporation of
the subsidiary
corporation.
(d) The corporation, as the parent corporation of the Rhode Island Airport
Corporation,
shall
not be liable for the debts or obligations or for any actions or inactions of
the Rhode Island
Airport
Corporation, unless the corporation expressly agrees otherwise in writing.
(e) The East Providence Waterfront District shall, with the approval of its commission
and
the board of directors of the corporation, be a subsidiary of the corporation
for the purposes
of
exercising such powers of the corporation as the board of directors shall
determine, and
notwithstanding
the requirements of paragraph (b) above, the act creating the District shall be
deemed
fully satisfactory for the purposes of this section regarding the establishment
of
subsidiary
public corporations, and the express approval and authorization of the general
assembly
shall be deemed to have been given for all legal purposes for the creation and
lawful
management
of a subsidiary corporation created for the purposes of implementing the
purposes of
the
District.
(f) The parent corporation is hereby authorized and empowered to create a subsidiary
corporation
for the expressed purpose to issue bonds and notes of the type and for those
projects
and
purposes specified in the Joint Resolution and Act of the General Assembly
adopted by the
Rhode
Island House of Representatives and the Rhode Island Senate.
SECTION 29. Section
42-64.2-4 of the General Laws in Chapter 42-64.2 entitled "Rhode
Island Public Rail Corporation Act" is hereby
amended to read as follows:
42-64.2-4.
General powers. -- Except to the extent inconsistent with any specific
provision
of this chapter, the corporation shall have power:
(1) To sue and be sued, complain and defend, in its corporate name;
(2) To have a seal which may be altered at pleasure and to use the seal by
causing it, or a
facsimile
thereof, to be impressed or affixed or in any other manner reproduced;
(3) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use, and
otherwise
deal in and with, real or personal property, or any interest therein, wherever
situated;
(4) To reconvey, lease, or sell real property acquired. Upon the sale of any
real property
or
interest therein which is held by the corporation, the proceeds from the sale
shall be transferred
to the
general fund of the state.
(5) To make contracts and guarantees and incur liabilities, borrow money at any
rates of
interest
that the corporation may determine;
(6) To make and execute agreements of lease, conditional sales contracts, installment
sales
contracts, loan agreements, mortgages, construction contracts, operation
contracts, and other
contracts
and instruments necessary or convenient in the exercise of the powers and
functions of
the
corporation granted by this chapter;
(7) To lend money for its purposes, invest and reinvest its funds, and at its
option to take
and
hold real and personal property as security for the payment of funds so loaned
or invested;
(8) To acquire, or contract to acquire, from any person, firm, corporation,
municipality,
the
federal government or the state, or any agency of either the federal government
or state, by
grant,
purchase, lease, gift, condemnation or otherwise, or to obtain options for the
acquisition of
any
property, real or personal, improved or unimproved, and interests in land less
than the fee
thereof;
and to own, hold, improve, develop, and rehabilitate, and to sell, assign,
exchange,
transfer,
convey, lease, mortgage, or otherwise dispose or encumber the property for the
purposes
of
carrying out the provisions and intent of this chapter, for any consideration
the corporation
shall
determine;
(9) To conduct its activities, carry on its operations, and have offices, and
exercise the
powers
granted by this chapter, within or without the state;
(10) To elect or appoint officers and agents of the corporation, and define
their duties
and
fix their compensation;
(11) To make and alter by-laws, not inconsistent with this chapter, for the
administration
and
regulation of the affairs of the corporation; those by-laws may contain
provisions
indemnifying
any person who is or was a director, officer, employee, or agent of the
corporation,
or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of
another
corporation, partnership, joint venture, trust, or other enterprise, in the
manner and to the
extent
provided in section 7-1.1-4.1 7-1.2-814;
(12) To be a promoter, partner, member, associate, or manager of any
partnership,
enterprise,
or venture; and
(13) To have and exercise all powers necessary or convenient to effect its
purposes.
SECTION 30. Section
42-105-4 of the General Laws in Chapter 42-105 entitled
"Newport County Convention and Visitors'
Bureau" is hereby amended to read as follows:
42-105-4.
General powers. -- Except to the extent inconsistent with any specific
provision
of this chapter, the corporation shall have power:
(1) To sue and be sued, complain and defend, in its corporate name;
(2) To have a seal which may be altered at pleasure and to use the seal by
causing it, or a
facsimile
thereof, to be impressed or affixed or in any other manner reproduced;
(3) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use, and
otherwise
deal in and with, personal property, or any interest therein, wherever
situated;
(4) To sell, convey, pledge, lease, exchange, transfer, and otherwise dispose
of all or any
part
of its property and assets for any consideration and upon any terms and
conditions as that
corporation
shall determine;
(5) To make and execute agreements of lease, conditional sales contracts,
installment
sales
contracts, loan agreements, construction contracts, operation contracts, and
other contracts
and
instruments necessary or convenient in the exercise of the powers and functions
of the
corporation
granted by this chapter;
(6) To conduct its activities, carry on its operations, and have offices and
exercise the
powers
granted by this chapter, within or without the state;
(7) To elect or appoint officers, and agents of the corporation, and define
their duties and
fix
their compensation;
(8) To make and alter by-laws, not inconsistent with this chapter, for the
administration
and
regulation of the affairs of the corporation, and those by-laws may contain
provisions
indemnifying
any person who is or was a director, officer, employee, or agent of the
corporation,
or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of
another
corporation, partnership, joint venture, trust, or other enterprise, in the
manner and to the
extent
provided in section 7-1.1-4.1 7-1.2-814;
(9) To hire and fire employees as is necessary to properly conduct the daily
operation of
the
corporation; and
(10) To have and exercise all powers necessary or convenient to effect its
purposes.
SECTION 31. Section
42-116-5 of the General Laws in Chapter 42-116 entitled "Rhode
Island Depositors Economic Protection
Corporation" is hereby amended to read as follows:
42-116-5.
General powers of corporation. -- (a) The corporation has all of the
powers
to
do all of the things necessary and convenient to carry out and effectuate the
purposes and
provisions
of this chapter, including, without limiting the generality of the foregoing,
the powers:
(1) To adopt and amend by-laws for the governance of its affairs, the
administration of
its
assets, and the conduct of its business;
(2) To adopt an official seal;
(3) To maintain an office at a place or places it may determine;
(4) To adopt a fiscal year which coincides with the state's fiscal year;
(5) To adopt and enforce procedures, regulations, and rules in connection with
the
performance
of its functions and duties;
(6) To sue in any court of competent jurisdiction, to prosecute and defend
actions
relating
to its property and affairs; provided, however, that the corporation is not
authorized to
become
a debtor under the United States Bankruptcy Code;
(7) To employ personnel and to engage accounting, management, legal, financial,
consulting,
and other professional services;
(8) To receive and apply its revenues in furtherance of the purposes of this
chapter, or
the
exercise of its powers, and payment of all costs incurred in connection
therewith without
appropriation
or allotment by the state or any political subdivision thereof;
(9) To borrow money, including short term start up borrowing from the state;
(10) To issue bonds and apply the proceeds thereof as provided in this chapter
and to
pledge
or assign or create security interests in assets, revenues, funds, and other
property of the
corporation
and otherwise as provided in this chapter to pay or secure such bonds;
(11) To deposit, invest, and reinvest any funds held in reserves, or any
revenues or funds
not
required for immediate disbursement, in depository institutions and/or
investments,
obligations
and securities, respectively, as may be legal and prudent investments for funds
of the
state,
and pay fees thereof and receive interest thereon;
(12) To obtain insurance including fidelity bonds for employees and to enter
into
agreements
of indemnification necessary or convenient to the exercise of its powers under
this
chapter;
(13) To apply for, receive, administer, and comply with the conditions and
requirements
respecting
any grant, gift, or appropriation of property, services, or moneys;
(14) To enter into contracts, arrangements, and agreements with other persons,
and to
modify
or consent to the modification of any of the foregoing to which the corporation
is a party
or in
which the corporation has an interest under this chapter, and execute and
deliver all
instruments
necessary or convenient to the exercise of its powers under this chapter;
(15) To authorize a representative to appear on its own behalf before other
public bodies
in
all matters relating to its powers and purposes;
(16) To acquire, own, redeem, lease as tenant, or hold real, personal,
intangible, or mixed
property
or any interest in property and to exercise all of the usual incidents of ownership
of
property
necessary and convenient to the operations of the corporation; and to collect,
realize
upon,
foreclose, settle, release, improve, rehabilitate, sell, compromise, assign,
exchange, lease as
landlord,
mortgage, or otherwise dispose of or encumber the property; and
(17) To exercise those powers granted to corporations organized under chapter 1.1
1.2 of
title
7.
(b) Notwithstanding any other provision of this chapter, the corporation shall
not have
the
power of a bank or trust company within the jurisdiction or under the control
of the
department
of business regulation of the state, or its director, the comptroller of the
currency of
the
United States or the treasury department of the United States.
SECTION 32. Section 44-12-8
of the General Laws in Chapter 44-12 entitled "Franchise
Tax" is hereby amended to read as follows:
44-12-8.
Forfeiture of charter or articles for nonpayment of tax. -- The tax
administrator
may, after July 15 of each year, make up a list of all corporations which have
failed
to
pay any franchise tax assessed for two (2) years after the tax became due and
payable, shall
certify
to the correctness of the list, and shall file the list as a public record in
the office of the
secretary
of state. Upon the filing of the certified list, the charter or articles of
association of each
of
the corporations shall become forfeited by reason of the failure to pay the
tax, and all the
corporations
shall cease to be bodies corporate, except as provided in section 7-1.1-98
7-1.2-
1324. The secretary of state shall mail a notice of the
forfeiture of charter or articles of
association
to each corporation at its last known address, but failure to receive the
notice shall not
invalidate
the forfeiture. Any corporation or any stockholder, officer, or agent of the
corporation,
continuing
to act thereafter under any forfeited charter or articles of association,
except as
provided
in section 7-1.1-98 7-1.2-1324, or pending an appeal from the
forfeiture as provided,
shall
be deemed guilty of a misdemeanor and upon conviction shall be fined not less
than fifty
dollars
($50.00) nor more than one thousand dollars ($1,000) for each offense.
SECTION 33. Section
44-20-26 of the General Laws in Chapter 44-20 entitled "Cigarette
Tax" is hereby amended to read as follows:
44-20-26.
Agreement by nonresident to submit records -- Attorney to receive
process.
-- The nonresident person shall
agree to submit his or her books, accounts, and records
to
examination during reasonable business hours by the tax administrator or his or
her authorized
agent.
Each nonresident person, other than a foreign corporation complying with the
provisions of
chapter
1.1 1.2 of title 7 shall, in writing, appoint the secretary of
state, or his or her successors in
office,
to be his or her attorney, that appointment to be made, acknowledged, and filed
in the
manner
prescribed for foreign corporations engaging in business in this state. Service
upon the
attorney
is sufficient service upon any nonresident person, whether a foreign
corporation
complying
with the provisions of chapter 1.1 1.2 of title 7 or not, and may
be made by leaving an
attested
copy of the process with the secretary of state or at his or her office. When
legal process
against
any nonresident person is served upon the secretary of state, the secretary
shall notify the
nonresident
person in the manner provided for notification of service of process in the
case of
foreign
corporations under chapter 1.1 1.2 of title 7 and collect the fee
specified in that chapter.
SECTION 34. Section
46-24-9 of the General Laws in Chapter 46-24 entitled "Pawtuxet
River Authority" is hereby amended to read as
follows:
46-24-9.
Powers of authority. -- The authority shall have power:
(1) To negotiate payments within one or more of the participating communities
for the
conduct
of services or the erection of projects necessary for the purposes of the
authority, subject
to
a majority vote of each of the city and town councils participating in each
program or project.
(2) To acquire, hold, use, lease, sell, transfer, and dispose of any property,
real, personal,
or
mixed, or interest or interests thereon.
(3) To own and operate, maintain, repair, improve, enlarge, and extend, in
accordance
with
the provisions of this chapter, any property acquired hereunder, all of which,
together with
the
acquisition of the property, are hereby declared to be public purposes.
(4) To sell, lease, convey, or otherwise dispose of, to any of the
participating cities or
towns,
any property or improvements thereto, which the authority may hereafter acquire
or
construct;
provided, however, that any sale, lease, conveyance, or other disposition of
the
property
shall not prejudice or adversely affect any service which the authority is
providing to
any
other participating city or town.
(5) To sue and be sued.
(6) To adopt and order a corporate seal.
(7) To make bylaws for the management and regulation of its affairs, which
bylaws may
contain
provisions indemnifying any person who is or was a member of the authority, in
the
manner
and to the extent provided in section 7-1.1-4.1 7-1.2-814 of the
Rhode Island Business
Corporation
Act.
(8) To borrow money for any of its corporate purposes, including the creation
and
maintenance
of working capital.
(9) To fix rates and collect charges for the use of the facilities of or
services rendered by
or
any commodities furnished by the authority to each of the participating cities
or towns, and to
pay,
as the same shall become due, the expenses of operating and maintaining the
properties of
the
authority.
(10) To contract in its own name for any lawful purpose which would effectuate
the
provisions
of this chapter; to execute all the instruments necessary to carry out the
purposes of
this
chapter; and to do all things necessary or convenient to carry out the powers
expressly
granted
by this chapter. It is the intention of the legislature that any property
acquired by the
authority
pursuant to the provisions of this chapter shall be financed as a self
liquidating
enterprise,
and that any indebtedness incurred by the authority shall be payable solely
from the
earnings
or revenues derived from all or part of the property acquired by the district.
(11) To enter into cooperative agreements with other cities, towns, or public
service
corporations
for the interconnection of public works facilities or for any other lawful
corporate
purposes
necessary and desirable to effect the purposes of this chapter.
(12) In the performance of its functions, the authority is expressly authorized
to provide
for
land and water conservation and for the construction and maintenance of hiking
and biking
trails,
flood control and water pollution control facilities, preservation of wetlands,
dam
construction,
diversion of streams, dikes, walls, and pumping stations, whether or not on its
own
initiative
or by recommendation to the participating communities, and to encourage tax
relief for
landowners
in the construction of facilities for such purposes.
(13) The authority is authorized to apply for, contract for, and expend any
federal or state
advances
or grants or assistance which may be made available for the purposes of this
chapter.
(14) The authority shall have all the powers and authority which were
previously granted
to
the Pawtuxet River District Commission. All purposes of the Pawtuxet River
District
Commission,
including those described in section 46-25-38.1(4), shall be established by a
vote of
the
Pawtuxet River Authority as created by this chapter.
SECTION 35. Section
46-25-5 of the General Laws in Chapter 46-25 entitled
"Narragansett Bay Commission" is hereby
amended to read as follows:
46-25-5.
General powers. -- The commission shall have the following powers, together
with
all powers incidental thereto or necessary for the performance of those stated
in this chapter:
(1) To sue and be sued, complain and defend, in its corporate name.
(2) To have a seal which may be altered at pleasure and to use the seal by
causing it, or a
facsimile
thereof, to be impressed or affixed or in any other manner reproduced.
(3) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use, and
otherwise
deal in and with, real or personal property, or any interest therein, wherever
situated.
(4) To make and execute agreements of lease, construction contracts, operation
contracts,
and all other contracts and instruments necessary or convenient in the exercise
of the
powers
and functions of the commission granted by this chapter.
(5) To make guarantees and incur or assume liabilities as the commission may
deem
appropriate.
(6) To invest and reinvest its funds.
(7) To secure the cooperation and assistance of the United States, and any of
its agencies,
and
of agencies of this state and its municipalities in the work of the commission.
(8) To accept grants, donations, drafts, loans of funds, and contributions in
money,
services,
materials, or otherwise, from the United States or any of its agencies, from
this state and
its
agencies, or from any other source, and to use or expend those moneys,
services, materials, or
other
contributions in carrying out the purposes of this chapter.
(9) To make assessments and impose reasonable and just user charges, and to pay
for
such
expenses as may be required by law or as may be determined by the commission to
be
necessary
for the maintenance and operation of the project. In addition to the foregoing,
the
assessments
and user charges imposed pursuant to this chapter by the commission shall be
set at a
rate
sufficient to enable the commission to pay the debt service cost on not in
excess of fourteen
million
and fifty-nine thousand dollars ($14,059,000) of general obligation bonds and
on notes
issued
pursuant to this chapter. Any user charge, fee, or rate shall be subject to the
approval of the
public
utilities commission.
(10) To establish a sewage pretreatment program, and to require as a condition,
to the
grant
or reissuance of any approval, license, or permit required under the program,
that the person
applying
for the approval, license, or permit, pay to the commission a reasonable fee
based on the
cost
of reviewing and acting upon the application and based on the costs of
implementing the
program.
In addition, where violations of the provisions of sections 46-25-25 --
46-25-25.3, or of
any
permit, rule, regulation, or order issued pursuant thereto have occurred, the
violator shall
reimburse
the commission for the actual costs of implementing and enforcing the terms of
the
permit,
rule, regulation, or order as a condition to the grant or reissuance of any
approval, license,
or
permit.
(11) To acquire or contract to acquire, from any person, the federal government
or the
state,
or any agency of either the federal government or state, by grant, purchase,
lease, gift,
condemnation,
or otherwise, or to obtain options for the acquisition of any property, real or
personal,
improved or unimproved, and interests in land less than the fee thereof; and to
own,
hold,
clear, improve, develop, and rehabilitate, and to sell, assign, exchange,
transfer, convey,
lease,
mortgage, or otherwise dispose of or encumber the property for the purposes of
carrying
out
the provisions and intent of this chapter for such consideration as the
commission shall
determine.
(12) To elect or appoint officers and agents of the commission, and to define
their duties
and
fix their compensation, including authority to employ attorneys, accountants,
architectural,
and
engineering consultants, and such other employees or agents as the commission
shall deem
necessary
in its judgment.
(13) To make and alter bylaws, not inconsistent with this chapter, for the
administration
and
regulation of the affairs of the commission, and the bylaws may contain
provisions
indemnifying
any person who is or was a director or a member of the commission, in the
manner
and
to the extent provided in section 7-1.1-4.1 7-1.2-814.
(14) To construct, acquire, repair, develop, own, operate, maintain, extend,
improve,
rehabilitate,
renovate, equip, and furnish a project and make provision for its management.
(15) To prepare or cause to be prepared plans, specifications, designs, and
estimates of
costs
of construction, reconstruction, rehabilitations, improvement, alteration, or
repair of a
project,
and to modify the same.
(16) To issue orders of general or specific applicability to carry out the
purposes of the
project.
(17) To have and exercise all powers necessary or convenient to effect its
purposes.
(18) To impose administrative penalties in accordance with the provisions of
section 46-
25-25.4.
(19) To secure certain payments on its revenue bonds and notes, in whole or in
part, by
insurance
or by letters or lines of credit or other credit facilities.
(20) To enter into agreements, contracts, and other arrangements with the state
and any
of
its departments, agencies, boards or commissions relating to the execution or
performance of
any
function or purpose of the commission, including, but not limited to,
investments, employee
compensation
and employee benefits, and the state and its departments, agencies, boards and
commissions
are hereby authorized to enter into such agreements, contracts and other
arrangements
with the commission, and upon the request of the commission shall enter into
such
agreements,
contracts and other arrangements with the commission.
SECTION 36. Sections
7-1.2-401, 7-1.2-402, 7-1.2-404, 7-1.2-802, 7-1.2-906, 7-1.2-
1307, 7-1.2-1312, 7-1.2-1403 AND 7-1.2-1416 of the
General Laws in Chapter 7-1.2 entitled
"Rhode Island Business Corporation Act" are
hereby amended to read as follows:
7-1.2-401.
Corporate name. [Effective July 1, 2005.] -- (a) The corporate name:
(1) Must contain the word "corporation," "company,"
"incorporated," or "limited," or an
abbreviation
of one of these words.
(2) Is not be the same as, or deceptively similar to, distinguishable
upon the records of
the
secretary of state from the name of
any entity on file with the secretary of state or a name the
exclusive
right to which is, at the time filed, reserved or registered in the manner
provided in this
chapter,
or the name of a corporation, whether business or nonprofit, limited
partnership, limited
liability
partnership or limited liability company which has in effect a registration of
its name as
provided
in this title, subject to the following:
(b) This provision does not apply if the applicant files with the secretary of
state a
certified
copy of a final decree of a court of competent jurisdiction establishing the
prior right of
the
applicant to the use of the name in this state.
(c) The name may be the same as the name of a corporation or other association
the
certificate
of incorporation or organization of which has been revoked by the secretary of
state as
permitted
by law and the revocation has not been withdrawn within one year from the date
of the
revocation.
(d) A corporation with which another corporation, domestic or foreign, is
merged, or
which
is formed by the reorganization of one or more domestic or foreign corporations
or upon a
sale,
lease, or other disposition to, or exchange with, a domestic corporation of all
or substantially
all
the assets of another corporation, domestic or foreign, including its name, may
have the same
name
as that used in this state by any of the corporations if at the time the other
corporation was
organized
under the laws of, or is authorized to transact business in, this state.
7-1.2-402.
Fictitious business name. [Effective July 1, 2005.] -- (a) Any
corporation
organized
and existing under the laws of this state or authorized to transact business in
this state
may
transact business in this state under a fictitious name, provided that it files
a fictitious
business
name statement in accordance with this section prior to the time it commences
to
transact
the business under the fictitious name and the fictitious name satisfied the
requirements
of
subdivision 7-1.2-401(a)(2).
(b) The fictitious business name statement must be filed with the secretary of
state on
forms
to be furnished by the secretary of state and must be executed by an authorized officer of
the
corporation and must state:
(1) The fictitious business name to be used;
(2) The name of the applicant corporation and the state or territory under the
laws of
which
it is incorporated, the date of its incorporation, and a brief statement of the
business in
which
it is engaged; and
(3) The address of its registered office within the state.
(c) The fictitious business name statement expires upon the filing of the
statement of
abandonment
of use of a fictitious business name registered in accordance with this section
or
upon
the dissolution of the applicant corporation.
(d) The statement of abandonment of use of a fictitious business name under
this section
may
be filed with the secretary of state on forms furnished by the secretary of
state and must be
executed
by an authorized officer of the corporation and must state:
(1) The fictitious business name being abandoned;
(2) The date on which the original fictitious business name statement being
abandoned
was
filed;
(3) The name of the applicant corporation and the state or territory under the
laws of
which
it is incorporated; and
(4) The address of its registered office within the state.
(e) No domestic or foreign corporation transacting business under a fictitious
business
name
contrary to the provisions of this section, or its assignee, may maintain any
action upon or
on
account of any contract made, or transaction had, in the fictitious business
name in any court
of
this state until a fictitious business name statement has been filed in
accordance with this
section.
(f) No corporation may be permitted to transact business under a fictitious
business name
pursuant
to this section which is the same as, or deceptively similar to, the name of
any domestic
corporation,
any domestic limited partnership, domestic limited liability partnership or any
domestic
limited liability company existing under the laws of this state, or the name of
any
foreign
corporation, foreign limited partnership, foreign limited liability partnership
or foreign
limited
liability company authorized to transact business in the state, or any
corporate name filed,
reserved
or registered under this title.
7-1.2-404.
Registered name. [Effective July 1, 2005.] -- (a) Any corporation
organized
and
existing under the laws of any state or territory of the United States may
register its corporate
name
under this chapter, provided its corporate name is not the same as, or
deceptively similar to
distinguishable
upon the records of the secretary of state from, the name of any domestic
corporation,
limited partnership, limited liability partnership or limited liability company
existing
under
the laws of this state, or the name of any foreign corporation, limited
partnership, limited
liability
partnership or limited liability company authorized to transact business in
this state, or
any
corporate name reserved, filed or registered under this title.
(b) The registration is made by:
(1) Filing with the secretary of state:
(i) An application for registration executed by an authorized officer of the
corporation,
stating
the name of the corporation, the state or territory under the laws of which it
is
incorporated,
the date of its incorporation, a statement that it is carrying on or doing
business, and
a
brief statement of the business in which it is engaged; and
(ii) A certificate stating that the corporation is in good standing under the
laws of the
state
or territory wherein it is organized, executed by the secretary of state of the
state or territory
or
by any other official that may have custody of the records pertaining to
corporations; and
(2) Paying to the secretary of state a registration fee.
(c) The registration is effective for a period of one year from the effective
date of the
application.
(d) A corporation, which has in effect a registration of its corporate name,
may renew the
registration
from year to year by annually filing an application for renewal stating the
facts
required
to be stated in an original application for registration and a certificate of
good standing
as
required for the original registration. A renewal application must be filed
prior to the expiration
of
the one-year period from the filing of an original application for registration
or its last renewal
and
extends the registration for the following year.
7-1.2-802.
Number and election of directors. [Effective July 1, 2005.] -- The
board of
directors
of a corporation consists of one or more members. The number of directors is
fixed by,
or
in the manner provided in, the articles of incorporation or the bylaws except
as to the number
constituting
the initial board of directors, which number is fixed by the articles of
incorporation.
The
number of directors may be increased or decreased from time to time by
amendment to, or in
the
manner provided in, the articles of incorporation or the bylaws, but no
decrease has the effect
of
shortening the term of any incumbent director. If the articles of incorporation
provide for the
election
of directors in the manner specified in subsection (d) of section 7-1.2-708,
the number of
directors
may not be decreased unless approved by the shareholders with less than the
number of
shares
previously entitled to elect one director voting against the decrease. In
the absence of a
bylaw
fixing the number of directors, the number is the same as that provided for in
the articles of
incorporation.
The names and addresses of the members of the first board of directors must be
stated
in the articles of incorporation. Those persons Initial directors hold office until the first
annual
meeting of shareholders, and until their successors have been elected and
qualified. At the
first
annual meeting of shareholders and at each subsequent annual meeting, the
shareholders
shall
elect directors to hold office until the next succeeding annual meeting, except
in the case of
the
classification of directors as permitted by this chapter. Each director holds
office for the term
for
which he is elected and until his successor has been elected and qualified. Any
director may
resign
at any time upon notice given in writing to the corporation.
7-1.2-906.
Restated articles of incorporation. [Effective July 1, 2005.] -- (a)
The
corporation
may at any time restate its articles of incorporation as previously amended by
filing
with
the secretary of state restated articles of incorporation. The restated
articles of incorporation
may
include one or more amendments to the articles of incorporation adopted in
accordance with
the
provisions of section 7-1.2-901 903.
(b) The restated articles of incorporation must state all of the provisions of
the articles of
incorporation
as previously amended, the additional amendments to the articles of
incorporation,
if any,
together with a statement that such additional amendments were adopted in
accordance
with
the provisions of section 7-1.2-903, and a further statement that, except for
the designated
amendments,
if any, the restated articles of incorporation correctly set forth without
change the
corresponding
provisions of the articles of incorporation as previously amended, and that the
restated
articles of incorporation, together with the designated amendments, if any,
supersede the
original
articles of incorporation and all previous amendments to the articles of
incorporation.
7-1.2-1307.
Effect of statement of revocation of voluntary dissolution proceedings.
[Effective
July 1, 2005.] -- (a) Upon the
filing by the secretary of state of a statement of
revocation
of voluntary dissolution proceedings, whether by consent of shareholders or by
act of
the
corporation, the revocation of the voluntary dissolution proceedings becomes
effective and
the
corporation may again carry on its business.
(b) Revocation of dissolution is effective upon the effective date of the
statement of
revocation
of voluntary dissolution.
(c) When the revocation of dissolution is effective, it relates back to and
takes effect as
of
the effective date of the dissolution and the corporation resumes carrying on
its business as if
dissolution
had never occurred, except as subsequently provided.
(d) If, as permitted by the provisions of this title, another corporation,
whether business
or
nonprofit, limited partnership, limited liability partnership or limited
liability company,
domestic
or foreign, qualified to transact business in this state, bears or has filed a
fictitious
business
name statement with respect to or reserved or registered a name which is not the
same
as,
or deceptively similar to, distinguishable
upon the records of the secretary of state from the
name
of a corporation with respect to which the certificate of revocation voluntary
dissolution is
proposed
to be withdrawn, then the secretary of state shall condition effectiveness of
the
statement
of revocation of voluntary dissolution upon the amendment by the corporation revoking
voluntary
dissolution proceedings of its
articles of incorporation or otherwise complying with the
provisions
of this chapter with respect to the use of a name available to it under the
laws of this
state
so as to designate a name which is not the same as, or deceptively similar
to distinguishable
upon
the records of the secretary of state from, its former name.
7-1.2-1312.
Withdrawal of certificate of revocation. [Effective July 1, 2005.] --
(a)
Within
ten (10) years after issuing a certificate of revocation as provided in section
7-1.2-1311,
the
secretary of state may withdraw the certificate of revocation and retroactively
reinstate the
corporation
in good standing as if its articles of incorporation had not been revoked,
except as
subsequently
provided:
(1) Upon the filing by the corporation of the documents it had previously
failed to file as
set
forth in subdivisions (3) -- (6) of section 7-1.2-1310(a); and
(2) Upon the payment by the corporation of a penalty for each year or part of a
year that
has
elapsed since the issuance of the certificate of revocation.
(b) If, as permitted by the provisions of this title, another corporation,
whether business
or
nonprofit, limited partnership, limited liability partnership or limited
liability company, or
domestic
or foreign, qualified to transact business in this state, bears or has filed a
fictitious
business
name statement with respect to or reserved or registered a name which is not the
same
as,
or deceptively similar to, distinguishable
upon the records of the secretary of state from, the
name
of a corporation with respect to which the certificate of revocation is
proposed to be
withdrawn,
then the secretary of state shall condition the withdrawal of the certificate
of
revocation
upon the reinstated corporation's amending its articles of incorporation or
otherwise
complying
with the provisions of this chapter with respect to the use of a name available
to it
under
the laws of this state so as to designate a name which is not be the same
as, or deceptively
similar
to, distinguishable upon the
records of the secretary of state from its former name.
(c) Upon the withdrawal of the certificate of revocation and reinstatement of
the
corporation
in good standing as provided in subsection (a), title to any real estate, or
any interest
in
real estate, held by the corporation at the time of the issuance of the
certificate of revocation
and
not conveyed subsequent to the revocation of its articles of incorporation is
deemed to be
revested
in the corporation without further act or deed.
7-1.2-1403.
Corporate name of foreign corporation. [Effective July 1, 2005.] -- The
secretary
of state shall not issue a certificate of authority or amended certificate of
authority to a
foreign
corporation unless the corporate name of the corporation:
(a) Contains the word "corporation," "company,"
"incorporated," or "limited," or
contains
an abbreviation of one of these words, or the corporation, for use in this
state, adds at the
end
of its name one of the words or an abbreviation of the word.
(b) Does not contain any word or phrase which indicates or implies that it is
organized
for
any purpose other than one or more of the purposes contained in its articles or
certificate of
incorporation
or that it is authorized or empowered to conduct the business of any types
prohibited
by section 7-1.2-301.
(c) Is not the same as, or deceptively similar to, distinguishable
upon the records of the
secretary
of state from the name of any entity
on file with the secretary of state or a name the
exclusive
right to which is, at the time, filed, reserved or registered in the manner
provided in this
title,
subject to the following:
(1) This provision does not apply if the foreign corporation applying for a
certificate of
authority
files with the secretary of state any one of the following:
(i) A fictitious business name statement pursuant to section 7-1.2-402; or
(ii) A certified copy of a final decree of a court of competent jurisdiction
establishing the
prior
right of the foreign corporation to the use of the name in this state; and
(2) The name may be the same as the name of a corporation or other association,
the
articles
of incorporation or organization of which has been revoked by the secretary of
state and
the
revocation has not been withdrawn within one year from the date of the
revocation.
7-1.2-1416.
Withdrawal of certificate of revocation. [Effective July 1, 2005.] --
(a)
Within
ten (10) years after issuing a certificate of revocation as provided in section
7-1.2-1415,
the
secretary of state may withdraw the certificate of revocation and retroactively
reinstate the
corporation
in good standing as if its certificate of incorporation had not been revoked,
except as
subsequently
provided:
(1) Upon the filing by the corporation of the documents it had previously
failed to file as
set
forth in subsections (a)(1) -- (a)(4) of section 7-1-2-1414.
(2) Upon the payment by the corporation of a penalty for each year or part of a
year that
has
elapsed since the issuance of the certificate of revocation; and
(3) Upon the filing by the corporation of a certificate of good standing from
the Rhode
Island
Division of Taxation.
(b) If, as permitted by the provisions of this title, another corporation,
whether business
or
nonprofit limited partnership, limited liability partnership or limited
liability company, or
domestic
or foreign, qualified to transact business in this state, bears or has filed a
fictitious
business
name statement with respect to or reserved or registered a name which is not the
same
as,
or deceptively similar to, distinguishable
upon the records of the secretary of state from the
name
of a corporation with respect to which the certificate of revocation is proposed
to be
withdrawn,
then the secretary of state shall condition the withdrawal of the certificate
of
revocation
upon the reinstated corporation's amending its articles of incorporation or
otherwise
complying
with the provisions of this chapter with respect to the use of a name available
to it
under
the laws of this state so as to designate a name which is not the same as,
or deceptively
similar
to, distinguishable upon the
records of the secretary of state from its former name.
(c) Upon the withdrawal of the certificate of revocation and reinstatement of
the
corporation
in good standing as provided in subsection (a), title to any real estate, or
any interest
in
real estate, held by the corporation at the time of the issuance of the
certificate of revocation
and
not conveyed subsequent to the revocation of its certificate of incorporation
shall be deemed
to
be revested in the corporation without further act or deed.
SECTION 37. This act
shall take effect on July 1, 2005.
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LC02411
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