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 – Ensures that shareholders are informed of the company’s happenings and have a say in company decisions. Meetings may be held at any location specified by the bylaws. If no location is specified, the meeting will take place at the company’s registered office. [1]
- Corporate Bylaws – Must be consistent with the state’s laws and the company’s articles of incorporation. [2]
- Issuance of Stock – Every corporation can create and issue the number of shares that its articles of incorporation state. [3] A company can issue shares with par value in exchange for consideration, including services, assets, and cash, that isn’t less than the shares’ par value. [4]
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. The corporation should only adopt these procedures if a severe emergency arises, such as an attack on the US or an atomic or nuclear disaster. Shareholders can repeal or change them as they see fit and if they reach a mutual agreement.
While they remain in effect, corporate directors are shielded from liability for decisions made under the bylaws. [5]
