R.I. Gen. Laws tit. 7, ch. 7-1.2, pt. 3 — Purposes and Powers | General Laws of Rhode Island (through P.L. 2025) — Rhode Island

R.I. Gen. Laws § 7-1.2-301 Purposes.

7-1.2-301. Purposes. Corporations may be organized under this chapter for any lawful purpose or purposes, except for the purpose of carrying on within this state the business of a bank, savings bank, trust company, building and loan association, loan and investment company, safe deposit company, railroad, electric railroad or street railway company, telegraph or telephone company, gas or electric light, heat or power company, canal, aqueduct, or water company, turnpike company, or any corporation which now has or may subsequently have the right to take or condemn land or other property within this state under the power of eminent domain, or to exercise or acquire franchises in streets or highways of this state, and further except for the purpose of rendering the professional services specified in chapter 5.1 of this title which must be organized under the provisions of that chapter. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-302 Powers.

7-1.2-302. Powers. (a) In addition to the powers enumerated below, every corporation, its officers, directors and shareholders possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its articles of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of its business. (b) Each corporation has power to: (1) Have perpetual existence unless a limited period of duration is stated in its articles of incorporation. (2) Sue and be sued, complain and defend, in its corporate name. (3) Have a corporate seal which may be altered at pleasure, and to use the seal by causing it, or a facsimile of it, to be impressed or affixed or reproduced in any other manner. (4) Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest in that property, wherever situated. (5) Sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets. (6) Lend money and use its credit to assist its employees. (7) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, limited liability companies or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any of their instrumentalities. (8) Make contracts and guarantees and incur liabilities, borrow money at the rate of interest that the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income. (9) Lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of the funds loaned or invested. (10) Conduct its business, carry on its operations, and have offices and exercise the powers granted by this chapter, within or without this state. (11) Elect or appoint officers and agents of the corporation, and define their duties, and fix their compensation. (12) Make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation. (13) Make donations for the public welfare or for charitable, scientific, or educational purposes. (14) Transact any lawful business which the board of directors finds will aid governmental authority. (15) Pay pensions and establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees. (16) Provide insurance for its benefit on the life of any of its directors, officers, or employees, or on the life of any shareholder for the purpose of acquiring at his or her death shares of its stock owned by the shareholder. (17) Be a promoter, partner, member, associate, or manager of any partnership, limited liability company, joint venture, trust, or other enterprise. (18) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. (19) Indemnify any individual pursuant to § 7-1.2-814. (20) Make guarantees, although not in furtherance of its corporate purposes, when authorized at a meeting of shareholders by the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote on guarantees, or a greater percentage that is provided in the articles of incorporation or bylaws. (21) If authorized by a like vote, to mortgage, pledge, or give a security interest in all or any of its property, franchises, and income to secure a guarantee or to secure obligations other than its own. (c) Every corporation is governed by the provisions and is subject to the restrictions and liabilities contained in this chapter. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.

R.I. Gen. Laws § 7-1.2-303 Defense of ultra vires.

7-1.2-303. Defense of ultra vires. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation is invalid because the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but the lack of capacity or power may be asserted: (a) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made pursuant to a contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained. (b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation. (c) In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.