Procedure to amend articles of incorporation.
R.I. Gen. Laws § 7-6-39
in effect7-6-39. Procedure to amend articles of incorporation.
(a) Amendments to the articles of incorporation are made in the following manner:
(1) If there are members entitled to vote on the amendments, the board of directors shall
adopt a resolution setting forth the proposed amendment and directing that it be submitted
to a vote at a meeting of members entitled to vote on it, which may be either an annual
or a special meeting. Written notice setting forth the proposed amendment or a summary
of the changes to be effected by the amendment shall be given to each member entitled
to vote at the meeting within the time and in the manner provided in this chapter
for the giving of notice of meetings of members. The proposed amendment is adopted
upon receiving at least a majority of the votes that members present at the meeting
or represented by proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote on it, an amendment is adopted
at a meeting of the board of directors upon receiving the vote of a majority of the
directors in office.
(b) Any number of amendments may be submitted and voted upon at any one meeting.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/7-6-39.htmFetched: 10/20/2026