Rhode Island corporate bylaws are procedures the organization’s incorporators or board of directors create after its formation. These guidelines cover various aspects of the organization, including the delineation of roles and authorities that shareholders, officers, and directors will have.
They also explain how the organization will organize meetings, distribute stock, resolve conflicts of interest, and amend the bylaws if necessary. Even though the creators don’t have to file bylaws with the Rhode Island Secretary of State, they’re still essential documents to have on file for decision-making and corporate conduct purposes.
Legal Requirements
Corporate bylaws are not required in Rhode Island, but here are the laws guiding their creation:
- Annual Meetings – R.I. Gen. Laws § 7-1.2-701.
- Corporate Bylaws – § 7-1.2-203.
- Issuance of Stock – § 7-1.2-602 and § 7-1.2-604.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation thereof (choose one).
- Prohibited Words: State law is silent on this matter.
- Name Reservation Period: 120 days.
- Renewal Period: Nonrenewable.
- Transferability: Yes.
Emergency Bylaws
A corporation’s board of directors may approve emergency bylaws. Please note that the corporation should only adopt these procedures if a severe emergency arises, such as an attack on the U.S. or an atomic or nuclear disaster. Shareholders can repeal or change them as they see fit and if they reach a mutual agreement (§ 7-1.2-203(b)).
