Rhode Island commonly permits
corporations, and nonprofits to conduct remote and virtual meetings. Remote
meetings contingent on an association’s articles of incorporation, charter, or bylaws.
The Rhode Island Nonprofit Corporations Act governs nonprofit corporations regarding
corporate structure and procedure. If an association is organized as a
nonprofit, as is the case with most Rhode Island associations, it will be
governed by the Nonprofit Corporations Act. Contact your
association’s attorney to see what your community’s options are for virtual
meetings based upon your governing documents.
2018
Rhode Island General Laws Title 7 - Corporations, Associations and Partnerships
Chapter 7-6 Rhode Island Nonprofit Corporation Act Section 7-6-27 Place and
notice of directors' meetings.
(b)
Except as may be otherwise restricted by the articles of incorporation or
bylaws, members of the board of directors or any committee designated by the
board may participate in a meeting of the board or committee by means of a
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other at the same time, and
participation by that means constitutes presence in person at a meeting.
Universal
Citation: RI Gen L
§ 7-6-27 (2018)
§ 7-6-17.
Bylaws and other powers in emergency.
(a) The
board of directors of any corporation may adopt emergency bylaws, that are,
notwithstanding any different provision contained in this chapter upon its termination the emergency bylaws cease to be operative.
(e) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any emergency may be given only to the directors that it may be feasible to reach at the time and by the means that may be feasible at the time, including publication or radio.
(f) To the extent required to constitute a quorum at any meeting of the board of directors during any emergency, the officers of the corporation who are present are, unless otherwise provided in emergency bylaws, deemed, in order of rank and within the same rank in order of seniority, directors for the meeting.
(g) No officer, director, or employee acting in accordance with any emergency bylaws is liable except for willful misconduct. No officer, director, or employee is liable for any action taken by him or her in good faith in any emergency in furtherance of the ordinary affairs of the corporation even though not authorized by the bylaws then in effect.
History of Section.
(P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.)or in the
articles of incorporation or bylaws, operative during any emergency in the
conduct of the affairs of the corporation resulting from an attack on the
United States or any nuclear or atomic disaster. The emergency bylaws may make
any provision that may be practical and necessary for the circumstances of the
emergency, including provisions that:
(1) A
meeting of the board of directors may be called by any officer or director in
the manner and under the conditions that are prescribed in the emergency
bylaws;
(2) The
director or directors in attendance at the meeting, or any greater number fixed
by the emergency bylaws, constitutes a quorum; and
(3) The
officers or other persons designated on a list approved by the board of
directors before the emergency, all in the order of priority and subject to the
conditions and for the period of time (not longer than reasonably necessary
after the termination of the emergency) as is provided in the emergency bylaws
or in the resolution approving the list, are, to the extent required to provide
a quorum at any meeting of the board of directors, deemed directors for the
meeting.
(b) The
board of directors, either before or during any emergency, may provide, and
from time to time modify, lines of succession in the event that during any
emergency any or all officers or agents of the corporation are for any reason
rendered incapable of discharging their duties.
(c) The
board of directors, either before or during any emergency, may, effective in
the emergency, change the head office or designate several alternative head
offices or regional offices, or authorize the officers to do so.
(d) To
the extent not inconsistent with any emergency bylaws adopted, the bylaws of
the corporation remain in effect during any emergency and upon its termination
the emergency bylaws cease to be operative.
(e)
Unless otherwise provided in emergency bylaws, notice of any meeting of the
board of directors during any emergency may be given only to the directors that
it may be feasible to reach at the time and by the means that may be feasible
at the time, including publication or radio.
(f) To
the extent required to constitute a quorum at any meeting of the board of
directors during any emergency, the officers of the corporation who are present
are, unless otherwise provided in emergency bylaws, deemed, in order of rank
and within the same rank in order of seniority, directors for the meeting.
(g) No
officer, director, or employee acting in accordance with any emergency bylaws
is liable except for willful misconduct. No officer, director, or employee is
liable for any action taken by him or her in good faith in any emergency in furtherance
of the ordinary affairs of the corporation even though not authorized by the
bylaws then in effect.
History
of Section.
(P.L.
1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.)