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RHODE ISLAND

TITLE 7
Corporations, Associations, and Partnerships
CHAPTER 7-6
Rhode Island Nonprofit Corporation Act
SECTION 7-6-3
§ 7-6-3 Corporations to which this chapter applies. - (a) The provisions of this chapter relating to domestic corporations apply to:
(1) All corporations organized under these provisions;
(2) All corporations previously organized under any act hereby or previously repealed for a purpose or purposes for which a corporation might be organized under this chapter; and
(3) All corporations previously or subsequently created by any special act of the general assembly for a purpose or purposes for which a corporation might be organized under this chapter except insofar as the provisions of this chapter are inconsistent with the provisions of any special act.
(b) The provisions of this chapter relating to the amendment of articles of incorporation of domestic corporations apply to all corporations previously or subsequently created by special act of the general assembly whose charters are subject to amendment, repeal, or modification at the pleasure of the general assembly.
(c) The provisions of this chapter notwithstanding, incorporation authorized by an act entitled "An Act to Incorporate the Bishop and Vicar General of the Diocese of Hartford, together with the Pastor and two Laymen of any Roman Catholic Church or Congregation in Rhode Island" passed at the January session, 1869, and any acts in amendment of it or in addition to it may be continued to be made under it and nothing in this chapter or in the general corporation law contained is to be construed as repealing the acts.

SECTION 7-6-49
§ 7-6-49 Sale, lease, exchange, or mortgage of assets. - A sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, that is authorized in the following manner:
(1) If there are members entitled to vote on it, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge, or other disposition 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 stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions of the disposition and the consideration to be received by the corporation for it. The authorization shall require at least a majority of the votes which members present at the meeting or represented by proxy are entitled to cast. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating to the disposition of the assets, without further action or approval by members.
(2) If there are no members, or no members entitled to vote on it, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation is authorized upon receiving the vote of a majority of the directors in office.

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