TITLE 7
Corporations, Associations, and Partnerships
CHAPTER 7-1.2
Rhode Island Business Corporation Act
PART 7-1.2-901
Amendment of Articles of Incorporation
SECTION 7-1.2-903
§ 7-1.2-903 Procedure to amend articles of
incorporation.
(a) Amendments to a corporations articles of incorporation are made in the
following manner:
(1) The board of directors adopts a resolution setting forth
the proposed amendment and directing that it be submitted to a vote at a
meeting of shareholders, which may be either the annual or a special meeting.
If no shares have been issued, the amendment is adopted by resolution of the
board of directors and the provisions subsequently stated for adoption by
shareholders do not apply. The resolution may incorporate the proposed
amendment in restated articles of incorporation which contain a statement that,
except for the designated amendment, the restated articles of incorporation
correctly state without change the corresponding provisions of the articles of
incorporation as previously amended, and that the restated articles of
incorporation, together with the designated amendment, supersede the original
articles of incorporation and all amendments to those articles.
(2) Written notice stating the proposed amendment or a
summary of the changes to be affected by the amendment must be given to each
shareholder entitled to vote on the amendment within the time and in the manner
provided in this chapter for the giving of notice of meetings of shareholders.
If the meeting is an annual meeting, the proposed amendment or the summary may
be included in the notice of the annual meeting.
(3) At the meeting a vote of the shareholders entitled to
vote on the amendment must be taken on the proposed amendment. The proposed
amendment is adopted upon receiving the affirmative vote of the holders of a
majority of the shares entitled to vote on the amendment unless any class of
shares is entitled to vote on the amendment as a class, pursuant to either the
articles of incorporation or the provisions of § 7-1.2-904, in which event
approval of the proposed amendment also requires the affirmative vote of the
holders of a majority of the shares of each class of shares entitled to vote as
a class on the amendment.
(b) Any number of amendments may be submitted to the
shareholders, and voted upon by them, at one meeting.
(c) The resolution authorizing a proposed amendment to the
articles of incorporation may provide that at any time prior to the filing of
the amendment with the secretary of state, notwithstanding authorization of the
proposed amendment by the shareholders of the corporation, the board of
directors may abandon the proposed amendment without further action by the
shareholders.
(d) Whenever the articles of incorporation require for action
by the board of directors, by the holders of any class or series of shares or
by the holders of any other securities having voting power the vote of a
greater number or proportion than is required by any section of this title, the
provision of the articles of incorporation requiring such greater vote may not
be altered, amended or repealed except by such greater vote.
History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch.
120, § 1; P.L. 2005, ch. 130, § 1.)