Rhode Island § 7-6-42 - Rhode Island Nonprofit Corporation Act

§ 7-6-42. Restated articles of incorporation.

(a) A domestic corporation may at any time restate its articles of incorporation as previously amended by filing with the secretary of state restated articles of incorporation. The restated articles of incorporation may include one or more amendments to the articles of incorporation adopted in accordance with the provisions of § 7-6-39. The corporation may restate articles of incorporation in the following manner:

(1) If there are members entitled to vote on the restated articles, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote on them, which may be either an annual or a special meeting.

(2) Written notice setting forth the proposed restated articles or a summary of their provisions shall be given to each member entitled to vote on them, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of their provisions may be included in the notice of the annual meeting.

(3) At the meeting, a vote of the members entitled to vote on the restated articles shall be taken on them, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote on them present at the meeting or represented by proxy.

(4) If there are no members, or no members entitled to vote on them, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(b) Upon approval, restated articles of incorporation shall be executed by the corporation by its president or vice president and by its secretary or assistant secretary and shall set forth:

(1) The name of the corporation;

(2) The period of its duration;

(3) The purpose or purposes that the corporation is authorized to pursue;

(4) Any other provisions, not inconsistent with law, that are then set forth in the articles of incorporation as previously amended, except that it is not necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators.

(c) The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as previously amended, that they have been duly adopted as required by law, and the additional amendments to the articles of incorporation, if any, together with a statement that such additional amendments were adopted in accordance with the provisions of § 7-6-39, and a further statement that, except for the designated amendments, if any, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as previously amended, and that the restated articles of incorporation, together with the designated amendments, if any, supersede the original articles of incorporation and all previous amendments to the articles of incorporation.

(d) The restated articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the restated articles conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:

(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office;

(3) Issue a restated certificate of incorporation.

(e) The restated certificate of incorporation shall be delivered to the corporation or its representative.

(f) Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation become effective and supersede the original articles of incorporation and all amendments to them.