Rhode Island § 7-6-2 - Rhode Island Nonprofit Corporation Act

§ 7-6-2. Definitions.

As used in this chapter, unless the context otherwise requires, the term:

(1) “Articles of incorporation” means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities.

(2) “Authorized representative” means a person who is duly authorized by a nonprofit corporation’s board of directors to act on behalf of the nonprofit corporation.

(3) “Board of directors” means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated.

(4) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation regardless of the name, or names, by which the rules are designated.

(5) “Corporation” or “Domestic corporation” means a nonprofit corporation subject to the provisions of this chapter, except a foreign corporation.

(6) “Delivering/Delivered” means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state.

(7) “Director” means a member of a board of directors.

(8) “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

(9) “Entity” includes a domestic or foreign business corporation, domestic or foreign nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state, the United States, a foreign government, or a governmental subdivision.

(10) “Filing” means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state.

(11) “Foreign corporation” means a nonprofit corporation organized under laws other than the laws of this state.

(12) “Insolvent” means inability of a corporation to pay its debts as they become due in the usual course of its affairs.

(13) “Member” means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws regardless of the name by which the person is designated.

(14) “Nonprofit corporation” means a corporation of which no part of the income or profit is distributable to its members, directors, or officers, except as otherwise expressly permitted by this chapter.

(15) “Signature” or “signed” or “executed” means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state.

(16) “Unincorporated entity” means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a governmental subdivision, a state, the United States, or a foreign government. The term includes a general partnership, limited liability company, limited partnership, business or statutory trust, joint stock association, and unincorporated nonprofit association.

(17) “Volunteer” means an individual performing services for a nonprofit corporation without compensation.