Rhode Island General Laws Title 7. Corporations, Associations, and Partnerships § 7-5.2-5. Exemptions

(i) The original articles of incorporation of which contain a provision expressly electing not to be governed by this chapter;

(ii) That adopts an amendment to the resident domestic corporation's bylaws prior to March 31, 1991, expressly electing not to be governed by this chapter; or

(iii) That adopts an amendment to the resident domestic corporation's articles of incorporation, approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, of two-thirds ( 2/3 ) of the outstanding voting stock of the resident domestic corporation, excluding the voting stock of interested shareholders and their affiliates and associates, expressly electing not to be governed by this chapter, provided that the amendment to the articles of incorporation is not effective until twelve (12) months after the vote of the resident domestic corporation's shareholders and does not apply to any business combination of the resident domestic corporation with an interested shareholder whose stock acquisition date is on or prior to the effective date of the amendment; or

(i) As soon as practicable, divests itself of a sufficient amount of the voting stock of the resident domestic corporation that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the outstanding voting stock of the resident domestic corporation; and

(ii) Would not at any time within the five-year (5) period preceding the announcement date with respect to the business combination have been an interested shareholder but for the inadvertent acquisition.