(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.

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Terms Used In Rhode Island General Laws 7-6-20

  • Articles of incorporation: means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities. See Rhode Island General Laws 7-6-2
  • Bylaws: means the code or codes of rules adopted for the regulation or management of the affairs of the corporation regardless of the name, or names, by which the rules are designated. See Rhode Island General Laws 7-6-2
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-6-2
  • in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
  • Member: means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws regardless of the name by which the person is designated. See Rhode Island General Laws 7-6-2
  • person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6

(b)  A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws provide otherwise, may vote by proxy executed in writing by the member or by his or her authorized attorney in fact. No proxy is valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.

(c)  The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote has the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of candidates.

(d)  If a corporation has no members or its members have no right to vote, the directors have the sole voting power.

History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.