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.)
