Rhode Island Corporate Bylaws

The Rhode Island corporate bylaws are composed of the rules that corporate directors, officers, employees, and shareholders must follow. They define policies such as calling a meeting to, electing directors, and conducting business transactions.

Last updated December 6th, 2024

The Rhode Island corporate bylaws are composed of the rules that corporate directors, officers, employees, and shareholders must follow. They define policies such as calling a meeting to, electing directors, and conducting business transactions.

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Are bylaws required in Rhode Island?

No, Rhode Island does not mandate that corporations implement a set of bylaws; however, corporations without them are vulnerable to disorganization and internal strife.[1]

Rhode Island Corporate Laws

  • Corporate Tax: Rhode Island places 7% on a corporation’s net income.[2]
  • Board: Rhode Island corporations elect their board of directors during the first annual meeting since it can only conduct its “business and affairs” through the board’s authority.[3]
    • Number – Rhode Island requires one director on the board, but the articles or bylaws can set a “fixed number.” [4]
    • Qualifications – Directors “need not” live in Rhode Island unless it is specified in the bylaws or the articles of incorporation.[5]
    • Terms – Directors are elected during the first annual meeting and serve until the “subsequent annual meeting” unless the bylaws subject them to classification.[6]
    • Staggered Terms – Whenever there are nine or more directors on the board, they may be classified into “two (2) or three (3)” groups in order to spread out their elections. [7]
    • Fiduciary Duty – Directors carry out their duties to serve “the best interests of the corporation.” [8]
  • Officers: Corporations are obliged to place a president, treasurer, and secretary in office while allowed to appoint any other officer specifically “authorized by the bylaws or the board of directors.”[9]
  • Meetings: Directors are given at least two days’ notice of special meetings of the board of directors, as well as “any committee designated by the board,” however, the bylaws and articles can place additional notice requirements for both special and regular meetings.[10]
  • Quorum: A majority of the total number of directors normally makes a quorum whether the total number is fixed by “bylaws or shareholder” actions; however, the bylaws can place additional requirements.[11]
  • Emergency Bylaws: Corporations enact a set of bylaws deliberately made to run the corporation even during an “attack on the United States or any nuclear or atomic disaster” but remain subject to shareholder actions.[12]

Sources

  1. RI Gen L § 7-1.2-203. (2023)
  2. Rhode Island Department of Revenue
  3. RI Gen L § 7-1.2-801 (2021)
  4. RI Gen L § 7-1.2-802. (2023)
  5. RI Gen L § 7-1.2-801. (2023)
  6. RI Gen L § 7-1.2-802. (2023)
  7. RI Gen L § 7-1.2-803. (2023)
  8. RI Gen L § 7-1.2-801 (2021)
  9. RI Gen L § 7-1.2-812. (2023)
  10. RI Gen L § 7-1.2-809. (2023)
  11. RI Gen L § 7-1.2-806. (2023)
  12. RI Gen L § 7-1.2-203 (2016)