Corporate Bylaws - Rhode Island

BYLAWS OF [____________________], a Rhode Island corporation

A for-profit corporation organized under the Rhode Island Business Corporation Act, R.I. Gen. Laws § 7-1.2-101 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Rhode Island, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Office and Registered Agent. Pursuant to R.I. Gen. Laws § 7-1.2-501, the corporation shall continuously maintain in Rhode Island a registered office and a registered agent. The registered agent is [____________________], and the registered office is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Rhode Island Secretary of State as provided in R.I. Gen. Laws § 7-1.2-502.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to R.I. Gen. Laws § 7-1.2-701, an annual meeting of shareholders shall be held at a time stated in or fixed in accordance with these Bylaws. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation; if the annual meeting is not held within any thirteen (13) month period, the Superior Court may, on the application of any shareholder, summarily order a meeting to be held.

Section 2.2 Special Meetings. Pursuant to R.I. Gen. Laws § 7-1.2-701(b), special meetings of the shareholders may be called by the Board, or by such person or persons as may be authorized by the Articles or these Bylaws.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of Rhode Island, stated in or fixed in accordance with these Bylaws. If no place is so stated or fixed, all meetings shall be held at the registered office of the corporation. Pursuant to R.I. Gen. Laws § 7-1.2-701(g), if authorized by the Board in its sole discretion or by these Bylaws, and subject to such guidelines and procedures as the Board may adopt, shareholders and proxy holders not physically present may, by means of remote communication, participate in and be deemed present in person and vote at a meeting, subject to the verification and participation safeguards of that section.

Section 2.4 Notice of Meetings. Pursuant to R.I. Gen. Laws § 7-1.2-701(c) and § 7-1.2-702, notice of every meeting of shareholders, stating the place (if any), day, and hour, and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered not fewer than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at the meeting, in the manner prescribed by § 7-1.2-702.

Section 2.5 Waiver of Notice. A shareholder's attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business; and waives objection to consideration of a particular matter not within the purpose described in the notice, unless the shareholder objects when the matter is presented, as provided in R.I. Gen. Laws § 7-1.2-701(e). A written waiver of notice signed by a shareholder entitled to notice, whether before or after the meeting, is equivalent to notice.

Section 2.6 Record Date. Pursuant to R.I. Gen. Laws § 7-1.2-703, the Board may fix in advance a record date for determining the shareholders entitled to notice of or to vote at any meeting, to express consent to corporate action in writing without a meeting, or to receive any distribution, and may close the transfer books, in each case as and to the extent provided in that section.

Section 2.7 Voting List. Pursuant to R.I. Gen. Laws § 7-1.2-704, the officer or agent having charge of the transfer books shall make a complete list of the shareholders entitled to vote at a meeting, arranged in alphabetical order with the address of and number of shares held by each, and shall keep the list available for inspection as required by that section.

Section 2.8 Quorum. Pursuant to R.I. Gen. Laws § 7-1.2-705, unless otherwise provided in the Articles, a majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders; provided that in no event shall a quorum consist of fewer than one-third (1/3) of the shares entitled to vote. When a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter is the act of the shareholders, unless the vote of a greater number is required by the Act or the Articles. Once a quorum is present, the shareholders may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.9 Greater Voting Requirements. Whenever, with respect to any action, the Articles require the vote or concurrence of a greater proportion of the shares (or of any class or series) than required by the Act, the provisions of the Articles control, as provided in R.I. Gen. Laws § 7-1.2-706.

Section 2.10 Voting of Shares. Pursuant to R.I. Gen. Laws § 7-1.2-708, each outstanding share entitled to vote shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders, except as otherwise provided in the Articles. A shareholder may vote in person or by proxy executed in writing by the shareholder or by a duly authorized attorney-in-fact; no proxy is valid after eleven (11) months from its date unless otherwise provided in the proxy.

Section 2.11 Action by Written Consent. Pursuant to R.I. Gen. Laws § 7-1.2-707, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if all the shareholders entitled to vote on the action consent to the action in writing. In addition, except for actions under § 7-1.2-1002 or § 7-1.2-1102, such action may be taken upon the written consent of less than all of the shareholders entitled to vote if (a) the consenting shareholders would be entitled to cast at least the minimum number of votes that would be required to take the action at a meeting at which all shareholders entitled to vote were present and voting and (b) such action is authorized by the Articles; in which case prompt notice of the action must be given to all shareholders who would have been entitled to vote. The written consents shall be filed with the minutes of proceedings of the shareholders.

Section 2.12 Adjournment. Pursuant to R.I. Gen. Laws § 7-1.2-701(d), unless these Bylaws require otherwise, if a meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if announced at the meeting before adjournment; provided that if a new record date for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to R.I. Gen. Laws § 7-1.2-801, except as may be otherwise provided in the Act or the Articles, the business and affairs of the corporation shall be managed by a Board of Directors.

Section 3.2 Number and Qualifications. Pursuant to R.I. Gen. Laws § 7-1.2-802, the number of directors shall be fixed by or in the manner provided in these Bylaws (subject to the Articles), and shall be [____], or shall be fixed from time to time as provided in these Bylaws. Pursuant to R.I. Gen. Laws § 7-1.2-801, directors need not be residents of Rhode Island or shareholders unless the Articles or these Bylaws so require, which may prescribe other qualifications for directors.

Section 3.3 Election and Term. Pursuant to R.I. Gen. Laws § 7-1.2-802, directors shall be elected at the annual meeting of shareholders (except as otherwise provided for the first board in the Articles), and each director shall hold office for the term for which elected and until a successor is elected and qualified, subject to earlier resignation or removal. Directors may be classified as provided in R.I. Gen. Laws § 7-1.2-803.

Section 3.4 Resignation. A director may resign at any time by giving written notice to the corporation, the Board, or its chairperson. A resignation is effective upon receipt unless it specifies a later effective time.

Section 3.5 Removal. Pursuant to R.I. Gen. Laws § 7-1.2-805, one or more directors or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, subject to the limitations of that section (including the provisions applicable to classified boards and cumulative voting). A director may be removed only at a meeting called for that purpose, and the meeting notice must state that a purpose of the meeting is removal.

Section 3.6 Vacancies. Pursuant to R.I. Gen. Laws § 7-1.2-804, any vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum, unless otherwise provided in the Articles. A director elected to fill a vacancy holds office until the next election of directors and until a successor is elected and qualified.

Section 3.7 Regular Meetings. Pursuant to R.I. Gen. Laws § 7-1.2-809, regular meetings of the Board or any committee may be held, within or without the State of Rhode Island, with or without notice as prescribed in these Bylaws, at such times and places as the Board may determine.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors], to be held at such time and place, within or without the State of Rhode Island, as may be designated in the notice.

Section 3.9 Notice of Special Meetings. Pursuant to R.I. Gen. Laws § 7-1.2-809, unless the Articles or these Bylaws provide for an alternative period, special meetings of the Board or any committee must be preceded by at least two (2) days' notice of the date, time, and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or waiver of notice unless required by these Bylaws. Attendance of a director at a meeting constitutes a waiver of notice, except where the director attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 3.10 Quorum and Voting. Pursuant to R.I. Gen. Laws § 7-1.2-806, a majority of the number of directors fixed by or in the manner provided in these Bylaws constitutes a quorum for the transaction of business, unless a greater number is required by the Articles or these Bylaws; provided that in no event shall a quorum consist of fewer than one-third (1/3) of the number of directors. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the Board, unless the act of a greater number is required by the Act, the Articles, or these Bylaws.

Section 3.11 Telephonic and Electronic Participation. Pursuant to R.I. Gen. Laws § 7-1.2-809, except as may be otherwise restricted by the Articles or these Bylaws, members of the Board or any committee may participate in a meeting by means of conference telephone or similar communications equipment by which all persons participating can hear each other at the same time, and participation by those means constitutes presence in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to R.I. Gen. Laws § 7-1.2-810, unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing setting forth the action taken is signed by all of the directors or all of the committee members, as the case may be, and filed with the minutes of proceedings of the Board or committee.

Section 3.13 Compensation. Pursuant to R.I. Gen. Laws § 7-1.2-801, the Board has authority to fix the compensation of directors unless otherwise provided in the Articles.

Section 3.14 Standard of Conduct; Reliance. Pursuant to R.I. Gen. Laws § 7-1.2-801, a director shall discharge the director's duties, including duties as a member of a committee, in good faith, with the care that a person in a like position would reasonably believe appropriate under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation, and is entitled to rely on the information, opinions, reports, or statements described in that section.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to R.I. Gen. Laws § 7-1.2-808, if the Articles or these Bylaws so provide, the Board may, by resolution adopted by a majority of the full Board, designate from among its members one or more committees, each consisting of one or more directors, and may designate one or more directors as alternate members of any committee to replace any absent or disqualified member.

Section 4.2 Authority of Committees. To the extent provided in the resolution of the Board, the Articles, or these Bylaws, each committee may exercise the authority of the Board in the management of the business and affairs of the corporation, except that no committee shall have the authority of the Board with respect to the matters reserved to the full Board under R.I. Gen. Laws § 7-1.2-808 (including, among others, amending the Articles, adopting a plan of merger or consolidation, recommending to shareholders the sale of substantially all assets or a dissolution, amending these Bylaws, or authorizing the issuance of shares except as the Board may permit).

Section 4.3 Committee Procedures. The provisions of the Act and these Bylaws governing notice, waiver of notice, quorum and voting, electronic participation, and action without a meeting applicable to the Board apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to R.I. Gen. Laws § 7-1.2-812, the officers of the corporation shall consist of such officers as are elected or appointed by the Board (or in such manner as the Board determines), and shall include a President, a Secretary, and a Treasurer, and may include one or more Vice Presidents, a Chair of the Board, and such other officers and assistant officers as the Board deems necessary. Any two or more offices may be held by the same person, except as otherwise provided by the Act, the Articles, or these Bylaws.

Section 5.2 Appointment and Term. Officers are elected or appointed by the Board and hold office until a successor is elected or appointed and qualified, or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to R.I. Gen. Laws § 7-1.2-813, any officer may resign at any time by giving written notice to the corporation; the resignation is effective on receipt unless it specifies a later time. Any officer may be removed by the Board whenever in its judgment the best interests of the corporation will be served, but such removal is without prejudice to the contract rights, if any, of the officer.

Section 5.4 President. The President shall be the principal executive officer of the corporation (unless the Board designates another officer as such) and, subject to the control of the Board, shall in general supervise and control the business and affairs of the corporation, shall preside at meetings of the shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and the Board and a record of actions taken without a meeting; (b) give all notices required by the Act, the Articles, or these Bylaws; (c) be custodian of the corporate records and of the seal, if any; (d) maintain the share transfer records and the voting list; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep full and accurate accounts of receipts and disbursements; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Other Officers. Each Vice President and other officer shall have the authority and perform the duties prescribed by the Board, by the President, or by these Bylaws.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. Pursuant to R.I. Gen. Laws § 7-1.2-601, the corporation may issue the number of shares of each class or series authorized by the Articles, for such consideration as is permitted by the Act, as determined by the Board.

Section 6.2 Share Certificates. Pursuant to R.I. Gen. Laws § 7-1.2-608, the shares of the corporation may be represented by certificates, or may be uncertificated, as provided by Board resolution. Every holder of certificated shares is entitled to a certificate signed by such officers as the Act and these Bylaws designate, stating the name of the corporation, that it is organized under the laws of Rhode Island, the name of the person to whom issued, and the number and class (and series, if any) of shares represented. Any signature may be a facsimile.

Section 6.3 Uncertificated Shares. If the Board authorizes uncertificated shares, within a reasonable time after the issuance or transfer of such shares the corporation shall send the shareholder the written notice required by R.I. Gen. Laws § 7-1.2-608(e).

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any restriction on transfer.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as permitted by the Act, provided the restriction is noted conspicuously on the certificate or in the information statement for uncertificated shares.

Section 6.6 Lost, Stolen, or Destroyed Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, stolen, or destroyed, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Authority to Indemnify Directors. Pursuant to R.I. Gen. Laws § 7-1.2-814(b), except as that section otherwise provides, the corporation shall indemnify, to the fullest extent permitted by the Act, any individual made a party to any proceeding by reason of the fact that the individual is or was a director if: (a) the individual conducted himself or herself in good faith; (b) the individual reasonably believed (i) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in its best interests, and (ii) in all other cases, that the conduct was at least not opposed to the corporation's best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful; or (d) the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the Articles. The termination of any proceeding by judgment, order, settlement, conviction, or plea of nolo contendere is not, of itself, determinative that the individual did not meet the requisite standard of conduct.

Section 7.2 Limitations on Indemnification. As provided in R.I. Gen. Laws § 7-1.2-814(b)(4), unless ordered by a court under subsection (d) of that section, the corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct; or (b) in connection with any proceeding for which the director was adjudged liable to the corporation on the basis that the director received an improper personal benefit, whether or not involving action in the director's official capacity.

Section 7.3 Mandatory Indemnification. Pursuant to R.I. Gen. Laws § 7-1.2-814(c), unless limited by the Articles, a director who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the individual is or was a director shall be indemnified against reasonable expenses incurred in connection with the proceeding.

Section 7.4 Advance of Expenses. Pursuant to R.I. Gen. Laws § 7-1.2-814(e), reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of: (a) a written affirmation by the director of the director's good-faith belief that the director has met the standard of conduct necessary for indemnification under that section; and (b) a written undertaking by or on behalf of the director to repay the amount if the court determines that the director did not meet that standard, and after a determination that the facts then known would not preclude indemnification. The undertaking is an unlimited general obligation of the director, need not be secured, and may be accepted without reference to financial ability to make repayment.

Section 7.5 Determination and Authorization. Pursuant to R.I. Gen. Laws § 7-1.2-814(f), no indemnification under subsection (b) may be made unless authorized in the specific case after a determination that indemnification is permissible because the director has met the applicable standard of conduct. The determination shall be made: (a) by the Board by a majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) if such a quorum cannot be obtained, by a majority vote of a committee of two or more directors not parties to the proceeding, duly designated to act by a majority vote of the full Board; (c) by special legal counsel selected as provided in that section; or (d) by the shareholders (shares held by directors who are parties may not be voted).

Section 7.6 Indemnification of Officers, Employees, and Agents. Pursuant to R.I. Gen. Laws § 7-1.2-814(h), unless limited by the Articles: (a) an officer is indemnified, and is entitled to seek indemnification, to the same extent as a director; (b) the corporation may indemnify and advance expenses to an officer, employee, or agent to the same extent as to a director; and (c) the corporation may indemnify and advance expenses to an officer, employee, or agent who is not a director to a further extent, consistent with law, as provided by the Articles, these Bylaws, general or specific action of the Board, or contract.

Section 7.7 Insurance. Pursuant to R.I. Gen. Laws § 7-1.2-814(i), the corporation may purchase and maintain insurance on behalf of any individual who is or was a director, officer, employee, or agent of the corporation (or who, while serving in such a capacity, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another entity) against any liability asserted against and incurred by the individual in any such capacity or arising out of the individual's status as such, whether or not the corporation would have the power to indemnify the individual against the same liability under that section.

Section 7.8 Non-Exclusivity; Continuation; Shareholder Report. Pursuant to R.I. Gen. Laws § 7-1.2-814(g), the indemnification provided by this Article is not exclusive of any other rights to which a person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, and continues as to a person who has ceased to be a director, officer, partner, trustee, employee, or agent, inuring to the benefit of the person's heirs, executors, and administrators. Pursuant to R.I. Gen. Laws § 7-1.2-814(j), any indemnification of or advance of expenses to a director arising out of a proceeding by or in the right of the corporation shall be reported in writing to the shareholders with or before the notice of the next shareholders' meeting.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to R.I. Gen. Laws § 7-1.2-624, the Board may authorize, and the corporation may make, distributions to its shareholders (including dividends), subject to any restriction in the Articles, at such times and in such amounts as the Board determines.

Section 8.2 Limitations. No distribution may be made if, after giving it effect, the corporation would not be able to pay its debts as they become due in the usual course of business, or the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in R.I. Gen. Laws § 7-1.2-624.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with R.I. Gen. Laws § 7-1.2-703.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to R.I. Gen. Laws § 7-1.2-1502, the corporation shall keep correct and complete books and records of account, minutes of the proceedings of its shareholders and Board, and a record of all actions taken without a meeting, and shall maintain a record of its shareholders giving the names and addresses of all shareholders and the number, class, and series of shares held by each.

Section 9.2 Examination of Records by Shareholders. Pursuant to R.I. Gen. Laws § 7-1.2-1503, a shareholder, upon written demand stating the purpose thereof, has the right to examine, in person or by agent or attorney, at any reasonable time and for any proper purpose, the corporation's relevant books and records of account, minutes, and record of shareholders, and to make copies or extracts therefrom, subject to the conditions of that section.

Section 9.3 Annual Report. Pursuant to R.I. Gen. Laws § 7-1.2-1301, the corporation shall file the annual report required by that section with the Rhode Island Secretary of State and shall maintain a copy with its corporate records.

Section 9.4 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with the Act.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.4 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment. Pursuant to R.I. Gen. Laws § 7-1.2-204, the power to alter, amend, or repeal these Bylaws or to adopt new bylaws is vested in the Board unless reserved to the shareholders by the Articles. Bylaws adopted by the Board may be altered, amended, or repealed, and new bylaws adopted, by the shareholders. The shareholders may prescribe in any bylaw made by them that it shall not be altered, amended, or repealed by the Board.

Section 11.2 Limitations. No amendment of these Bylaws shall be inconsistent with the Act or the Articles.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. The Board may adopt emergency bylaws, subject to repeal or change by the shareholders, that are operative during any emergency resulting from a catastrophic event, attack, epidemic, or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled, notwithstanding any different provision elsewhere in these Bylaws or in the Act.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is feasible to reach and may be given by any practicable means. The director or directors in attendance at the meeting shall constitute a quorum. To the extent required to achieve a quorum, one or more officers of the corporation present at the meeting may be deemed directors for the meeting, in such order of rank and seniority as the Board may by resolution provide.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors, the relocation of the principal office or registered office, and the designation of alternative offices, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and shall not be the basis for the imposition of liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Rhode Island corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation pursuant to R.I. Gen. Laws §§ 7-1.2-202 and 7-1.2-203 by [the incorporator(s) / the Board of Directors] at the organization meeting (or by subsequent action) on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Rhode Island Business Corporation Act, R.I. Gen. Laws § 7-1.2-101 et seq. (Title 7, Chapter 7-1.2)
• R.I. Gen. Laws § 7-1.2-202 (organization meeting of corporation); § 7-1.2-203 (bylaws); § 7-1.2-204 (amendment of bylaws)
• R.I. Gen. Laws § 7-1.2-501 (registered office and registered agent); § 7-1.2-502 (change of registered office or agent)
• R.I. Gen. Laws § 7-1.2-601 (authorized shares); § 7-1.2-608 (form and content of certificates); § 7-1.2-609 (share transfer and ownership restrictions); § 7-1.2-624 (distributions to shareholders)
• R.I. Gen. Laws § 7-1.2-701 (meetings of shareholders); § 7-1.2-702 (notice to shareholders); § 7-1.2-703 (closing of transfer books; record date); § 7-1.2-704 (voting list); § 7-1.2-705 (quorum); § 7-1.2-706 (greater voting requirements); § 7-1.2-707 (action by shareholders without a meeting); § 7-1.2-708 (voting of shares)
• R.I. Gen. Laws § 7-1.2-801 (board of directors; standard of conduct; compensation); § 7-1.2-802 (number and election); § 7-1.2-803 (classification); § 7-1.2-804 (vacancies); § 7-1.2-805 (removal of directors); § 7-1.2-806 (quorum of directors); § 7-1.2-808 (executive and other committees); § 7-1.2-809 (place, notice, and form of notice of directors' and committee meetings); § 7-1.2-810 (action by directors without a meeting); § 7-1.2-812 (officers); § 7-1.2-813 (resignation and removal of officers)
• R.I. Gen. Laws § 7-1.2-814 (indemnification): subsection (b) (permissible indemnification / standard of conduct), (c) (mandatory), (d) (court-ordered), (e) (advance for expenses; written affirmation and undertaking), (f) (determination and authorization), (g) (variation by corporate action / non-exclusivity), (h) (officers, employees, and agents), (i) (insurance), (j) (shareholder report)
• R.I. Gen. Laws § 7-1.2-1301 (annual report); § 7-1.2-1502 (corporate records); § 7-1.2-1503 (examination of records by shareholders)