Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Rhode Island
At a glance
| Governing law and documents | Rhode Island Nonprofit Corporation Act, ch. 7-6; bylaws prescribe meeting notice, while articles/bylaws may vary quorum and require greater vote (§§ 7-6-25, -27). |
|---|---|
| Meeting type, caller, and place | Regular or special meetings may be in or out of state; meeting section specifies no caller, so consult governing documents (§ 7-6-27(a)). |
| Regular meeting notice | Notice as bylaws prescribe; business and purpose need not be stated (§ 7-6-27(a)). |
| Special meeting notice | Notice as bylaws prescribe; business and purpose need not be stated (§ 7-6-27(a)). |
| Notice waiver and objection | Attendance waives notice unless director attends expressly to object to business at a meeting not lawfully called or convened (§ 7-6-27(a)). |
| Remote attendance | Conference telephone or similar equipment; all participants hear one another at same time; remote director present in person unless articles/bylaws restrict (§ 7-6-27(b)). |
| Quorum and minimum | Default majority of board size fixed by bylaws, otherwise articles; documents may vary but not below one-quarter of that size (§ 7-6-25(a)). |
| Director proxy | Board-vote rule counts directors present; member-proxy permission applies to members and supplies no director-proxy route (§§ 7-6-20(b), -25(b)). |
| Vote and assent | Majority of directors present at quorate meeting, unless chapter, articles, or bylaws require more (§ 7-6-25(b)). |
Requirements one by one
Notice and remote attendance
Section 7-6-27(a) permits regular or special board meetings in or out of Rhode Island and leaves the notice to the bylaws. It does not require the notice or waiver to describe the meeting's business or purpose. A director who attends ordinarily waives notice, but may attend expressly to object to transacting business because the meeting was not lawfully called or convened. Under subsection (b), a director using a conference telephone or similar equipment counts as present in person if everyone participating can hear one another at the same time, unless articles or bylaws restrict that method.
Quorum and voting
Section 7-6-25(a) bases the ordinary quorum on the board size fixed by the bylaws, or the articles if no bylaw fixes it. The governing documents may change the majority default, but cannot reduce quorum below one-quarter of that fixed or stated size. Under subsection (b), a majority of directors present at a quorate meeting takes board action unless a greater vote is required. Its board-voting words count directors present and provide no director-proxy procedure.
What trips people up
Section 7-6-20(b) permits a written proxy for a member entitled to vote, subject to its terms. That permission concerns a member vote, including a member's vote to elect directors; it does not itself describe a director voting by proxy at a board meeting. Section 7-6-27(a) sets no caller for an ordinary board meeting, so the corporation's governing documents need to be checked for that step.
Common questions
Does a three-director board minimum mean three must attend every meeting? Section 7-6-23(a) sets a minimum board size of three. Section 7-6-25(a) separately measures meeting quorum by the size fixed in the bylaws or articles and allows a different quorum subject to its one-quarter floor.
Must the notice state why the board is meeting? Section 7-6-27(a) says neither the business nor purpose of a regular or special board meeting need be specified in its notice or waiver.
Statutes and sources
- R.I. Gen. Laws § 7-6-20, current official text accessed September 30, 2026.
- R.I. Gen. Laws § 7-6-23, current official text accessed September 30, 2026.
- R.I. Gen. Laws § 7-6-25, current official text accessed September 30, 2026.
- R.I. Gen. Laws § 7-6-27, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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