Quorum of shareholders required for shareholders’ action.
R.I. Gen. Laws § 7-1.2-705
in effect7-1.2-705. Quorum of shareholders required for shareholders’ action.
(a) Unless otherwise provided in the articles of incorporation or bylaws, a majority of
the shares entitled to vote, represented in person or by proxy, constitutes a quorum
at a meeting of shareholders, but in no event does a quorum consist of less than one-third
(⅓) of the shares entitled to vote at the meeting. If a quorum is present, unless
the vote of a greater number or voting by classes is required by this chapter or the
articles of incorporation or bylaws, in all matters other than the election of directors,
the affirmative vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter is the act of the
shareholders.
(b) Directors are elected by a plurality of the votes of the shares present in person
or represented by proxy at the meeting and entitled to vote on the election of directors.
No amendment to the bylaws made by the board of directors pursuant to § 7-1.2-203 may require a greater number or voting by classes.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-7/7-1.2-705.htmFetched: 10/20/2026