Free Rhode Island Corporate Bylaws Template

Corporate bylaws are the internal rules a Rhode Island corporation adopts to govern itself. The Business Corporation Act covers them at section 7-1.2-203, within the incorporation part of the chapter.

Board size is where Rhode Island corporate bylaws do their most concrete work. Section 7-1.2-802 hands that job to the articles or the bylaws, then attaches a protection for sitting directors.

Two sections outside the bylaws provision itself do most of the practical work.

Setting the Number of Directors

The board consists of one or more members. That number is fixed by, or in the manner provided in, the articles of incorporation or the bylaws, so a corporation can name a figure or name a process for arriving at one.

Changing It Later

The number may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles or the bylaws.

A Sitting Director Keeps the Term

Here is the protection. No decrease has the effect of shortening the term of any incumbent director, so shrinking the board does not remove anyone mid-term.

A further limit applies where the articles provide for electing directors under section 7-1.2-708(d). In that case the number may not be decreased unless shareholders holding less than the number of shares previously entitled to elect one director vote against the decrease.

Rules Can Sit in the Articles Instead

Section 7-1.2-202 allows the articles of incorporation to set forth any provision that the chapter requires or permits to be set forth in the bylaws.

Yes, through the articles or the bylaws, but the reduction only reaches future seats. Section 7-1.2-802 says plainly that no decrease shortens the term of an incumbent director.

The practical effect is a delay rather than a block. A smaller board arrives as sitting directors reach the end of their terms, not on the day the amendment passes.

Plan around that timing. Where a corporation needs the board reduced quickly, resignation or removal are separate questions from amending the number.

Adopting Rhode Island corporate bylaws is internal, and nothing goes to the Secretary of State.

1. Get the corporation on foot by filing your articles of incorporation.
2. Decide where board size lives, in the articles or in the bylaws.
3. Draft the bylaws, moving through meetings, quorum, directors, officers, and shares.
4. Set out how the number changes, since section 7-1.2-802 accepts a fixed figure or a stated process.
5. Adopt and record the vote with its date and the acting group named.
6. Hold the signed copy in your corporate records and refresh it after each amendment.