Nonprofit Corporation Articles Amendment Approval and Filing in Rhode Island

At a glance

Requirements one by one

Proposal and vote

Section 7-6-38 lets a corporation amend its articles in any respect that is lawful under Chapter 7-6. Under § 7-6-39(a)(1), the board proposes an ordinary amendment to voting members. The vote is a majority of votes that members present or represented by proxy are entitled to cast. Section 7-6-21 supplies a default quorum of members holding one-tenth of votes entitled to be cast, but bylaws may change it. Voting rights and classes depend on articles or bylaws (§ 7-6-20); § 7-6-102 preserves a greater vote those documents require. If no member is entitled to vote, § 7-6-39(a)(2) instead requires a majority of directors in office at a board meeting.

Notice and written consent

Section 7-6-39(a)(1) requires the member meeting notice to include the amendment or a summary. Unless articles or bylaws provide otherwise, § 7-6-19 sets the ordinary written-notice window at 10–60 days before the meeting. Sections 7-6-104 and 7-6-40 expressly allow unanimous written consent of all members entitled to vote and its certification in the filing.

Filing and effect

Section 7-6-40 requires duplicate articles signed by the president or a vice president and the secretary or an assistant secretary. They state the name and amendment, plus a meeting, quorum, and vote statement; a unanimous-consent statement; or the no-voting-member board-adoption details. Section 7-6-41 directs delivery to the Secretary of State and makes the amendment effective when the certificate of amendment issues or on a stated later date no more than 30 days after filing. Section 7-6-92 charges $10 for the amendment filing and certificate.

Section 7-6-42 permits restated articles that include an amendment adopted under § 7-6-39. It specifies member or director adoption, a restated certificate, and effectiveness upon issuance; § 7-6-92 charges $10 for this filing too.

What trips people up

The amendment takes effect on certificate issuance or a valid later date under § 7-6-41, rather than automatically on the member vote. The filing must carry the particular vote or consent statement that matches its approval route (§ 7-6-40).

Common questions

Can members vote on several proposed amendments at one meeting?

Yes. Section 7-6-39(b) permits any number of amendments to be submitted and voted on at one meeting.

Can the articles require more than the statutory member vote?

Yes. Section 7-6-102 lets the articles or bylaws require a greater proportion or class vote.

Statutes and sources

• R.I. Gen. Laws § 7-6-38: “A corporation may amend its articles of incorporation, from time to time, in any respect desired, as long as its articles of incorporation, as amended, contain only provisions that are lawful under this chapter.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-39: “(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.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-40: “The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary and shall set forth: (1) The name of the corporation; (2) The amendment so adopted; (3) If there are members entitled to vote on the amendment: (i) A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or (ii) A statement that the amendment was adopted by a consent in writing signed by all members entitled to vote on it; and (4) If there are no members, or no members entitled to vote on the amendment, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-41: “(a) The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed: (1) Endorse on the original the word “Filed”, and the month, day, and year of the filing; (2) File the original in the secretary of state’s office; and (3) Issue a certificate of amendment. (c) Upon the issuance of the certificate of amendment by the secretary of state, or upon any later date, not more than 30 days after the filing of articles of amendment, that is set forth in the articles, the amendment becomes effective and the articles of incorporation are deemed to be amended accordingly.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-42: “(a) A domestic corporation may at any time restate its articles of incorporation as previously amended by filing with the secretary of state restated articles of incorporation. The restated articles of incorporation may include one or more amendments to the articles of incorporation adopted in accordance with the provisions of § 7-6-39. (3) At the meeting, a vote of the members entitled to vote on the restated articles shall be taken on them, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote on them present at the meeting or represented by proxy. (4) If there are no members, or no members entitled to vote on them, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office. (f) Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation become effective and supersede the original articles of incorporation and all amendments to them.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-19: “Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-20: “(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members. (d) If a corporation has no members or its members have no right to vote, the directors have the sole voting power.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-21: “The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, that constitutes a quorum at a meeting of members. In the absence of any provision, members holding one-tenth (1/10) of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy constitute a quorum. If a quorum is present, the affirmative vote of a majority of the members present or represented by proxy is the act of the members unless a greater proportion or voting by classes is required by this chapter, the articles of incorporation, or the bylaws.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-92: “(2) Filing articles of amendment and issuing a certificate of amendment, ten dollars ($10.00). (4) Filing restated articles of incorporation and issuing restated certificate of incorporation, ten dollars ($10.00).” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-102: “Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of incorporation or bylaws control.” Rhode Island General Assembly (accessed 2026-10-02).
• R.I. Gen. Laws § 7-6-104: “(a) Any action required by this chapter to be taken at a meeting of the incorporators, members, or directors of a corporation, or any action that may be taken at a meeting of the incorporators, members, or directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the incorporators, by all the members entitled to vote with respect to the subject matter of the action, or by all of the directors. (b) The consent has the same force and effect as a unanimous vote, and that may be stated in any articles or document filed with the secretary of state under this chapter.” Rhode Island General Assembly (accessed 2026-10-02).