Title 7
Corporations, Associations, and Partnerships

Chapter 1.2
Rhode Island Business Corporation Act

Part 7
Shareholders

§ 7-1.2-701. Meetings of shareholders.

(a) Meetings of shareholders may be held at any place, either within or without this state, that may be stated in or fixed in accordance with the bylaws. If no other place is stated or fixed, all meetings will be held at the registered office of the corporation. An annual meeting of shareholders may be held at any time that is stated or fixed in accordance with the bylaws. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation. If the annual meeting is not held within any thirteen (13) month period the superior court may, in its discretion, on the application of any shareholder, summarily order a meeting to be held.

(b) Special meetings of the shareholders may be called by the board of directors, or by a person or persons that may be authorized by the articles of incorporation or by the bylaws.

(c) Notice of any meeting of shareholders must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at the meeting in the manner prescribed by § 7-1.2-702.

(d) Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed pursuant to the articles of incorporation, the bylaws or otherwise, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.

(e) A shareholder’s attendance at a meeting:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

(f) Upon the application of any shareholder, director or person aggrieved, the superior court for the county where the principal office of the corporation is located, shall immediately hear and determine the petition of the aggrieved with respect to the following:

(1) The validity of any election or appointment of any director or officer of a corporation and the right of any person to hold the office;

(2) If any office is claimed by more than one individual, the individual entitled to the office;

(3) The voting and other rights of persons claiming rights in respect of the contested election or appointment; or

(4) Failure of the corporation to hold an annual meeting within any thirteen (13) month period. The superior court may confirm the election or appointment, order a new election, or direct any other relief that may be just and proper.

(g) If authorized by the board of directors in its sole discretion or by the bylaws, and subject to such guidelines and procedures as the board of directors may adopt or the bylaws may prescribe, shareholders and proxy holders not physically present at a meeting of shareholders may, by means of remote communication:

(1) Participate in a meeting of shareholders; and

(2) Be deemed present in person and vote at a meeting of shareholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

(i) The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy holder;

(ii) The corporation shall implement reasonable measures to provide such shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii) If any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, the corporation shall maintain a record of that vote or other action.