TITLE 42
State Affairs and Government

CHAPTER 42-64
Rhode Island Commerce Corporation

SECTION 42-64-7.2


§ 42-64-7.2. Amendment of the articles of incorporation of a subsidiary public corporation.

(a) A subsidiary public corporation may amend its articles of incorporation, from time to time, only with the express approval and authorization of the general assembly.

(b) Upon receipt of approval and authorization of the general assembly, pursuant to subsection (a) of this section, amendments to the articles of incorporation of a subsidiary public corporation shall be made by the adoption of a resolution by the board of directors of the parent corporation setting forth the amendment. The resolution may incorporate the amendment in restated articles of incorporation which contain a statement that except for the designated amendment the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation, as theretofore amended, and that the restated articles of incorporation together with the designated amendment supersede the original articles of incorporation and all amendments thereto.

(c) The articles of amendment shall be executed in duplicate by the subsidiary public corporation, by its president or a vice president and by its secretary or an assistant secretary, and shall set forth: (1) the name of the corporation; (2) the amendment so adopted; (3) the date of the approval and authorization from the general assembly and the date of the adoption of the amendment by the board of directors of the parent corporation; and (4) if, pursuant to subsection (e) of this section, the amendment is to become effective at a time subsequent to the issuance of the certificate of amendment by the secretary of state, the date when the amendment is to become effective.

(d) Duplicate originals of the 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 shall: (1) endorse on each duplicate original the word "Filed," and the month, day, and year of the filing; (2) file one of these duplicate originals in his or her office; and (3) issue a certificate of amendment to which the secretary shall affix the other duplicate original. The certificate of amendment, together with the duplicate original of the articles of amendment affixed to the certificate of amendment by the secretary of state, shall be returned to the subsidiary public corporation or its representative.

(e)(1) Upon the issuance of the certificate of amendment by the secretary of state, or upon a later date, not more than thirty (30) days after the filing of the articles of amendment, as may be set forth in the articles, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.

(2) No amendment shall affect any existing cause of action in favor of or against the subsidiary public corporation, or any pending suit to which the subsidiary public corporation shall be a party, or the existing rights of any persons and, in the event the corporate name shall be changed by amendment, no suit brought by or against the corporation under its former name shall abate for that reason.

(f)(1) A subsidiary public corporation may at any time restate its articles of incorporation, as amended, by authorization of the general assembly authorizing and approving a resolution to be adopted by the board of directors of the parent corporation. Upon the adoption of the resolution, restated articles of incorporation shall be executed in duplicate by the subsidiary public corporation by its president or a vice president and by its secretary or assistant secretary, and shall set forth all of the provisions of the articles of incorporation as theretofore amended, together with a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation, as amended and that the restated articles of incorporation supersede the original articles of incorporation and all amendments to these articles.

(2) Duplicate originals of the restated articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the restated articles of incorporation conform to law, the secretary shall: (i) endorse on each of the duplicate originals the word "Filed," and the month, day, and year of the filing thereof; (ii) file one of the duplicate originals in his or her office; and (iii) issue a restated certificate of incorporation, to which the secretary shall affix the other duplicate original. The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation affixed to the restated certificate of incorporation by the secretary of state, shall be returned to the subsidiary public corporation or its representative.

History of Section.
(P.L. 1976, ch. 277, § 4; P.L. 1995, ch. 370, art. 12, § 8.)