Rhode Island General Laws Title 7. Corporations, Associations, and Partnerships § 7-6-39. Procedure to amend articles of incorporation

(1) If there are members entitled to vote on the amendments, the board of directors shall adopt a resolution setting forth the proposed amendment 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 setting forth the proposed amendment or a summary of the changes to be effected by the amendment shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment is adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, an amendment is adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.