Rhode Island General Laws Title 7. Corporations, Associations, and Partnerships § 7-1.2-801. Board of directors

(a) Except as may be otherwise provided in this chapter or in the articles of incorporation, the business and affairs of a corporation are managed by a board of directors.  Directors need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws require it.  The articles of incorporation or bylaws may prescribe other qualifications for directors.  The board of directors has authority to fix the compensation of directors unless otherwise provided in the articles of incorporation.

(b) A director shall discharge his duties as a director, including his duties as a member of a committee:

(c) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(d) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (c) unwarranted.

(e) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.

(f) For the purposes of subsections (b) through (e), “corporation” also includes any financial institution, insurance company, public utility or other quasi-public corporation having purposes enumerated as exceptions to this chapter in § 7-1.2-301 and the provisions of subsections (b) through (e) of this section are applicable to the directors of that corporation.