Ark. Code Ann. § 4-72-204 — AR Code / Title 4 / Chapter 72 / Subchapter 2 / Section 4-72-204
Termination, cancellation, or failure to renew
Status: in_force

(a) It shall be a violation of this subchapter for a franchisor to: (1) Terminate or cancel a franchise without good cause; or (2) Fail to renew a franchise except for good cause or except in accordance with the current policies, practices, and standards established by the franchisor which in their establishment, operation, or application are not arbitrary or capricious. (b) No franchisor shall directly or indirectly terminate, cancel, or fail to renew a franchise without first giving written notice to the franchisee at least ninety (90) days in advance of such action, setting forth the reasons for the termination, cancellation, or intention not to renew, and, in the case of terminations, shall provide the franchisee with thirty (30) days in which to rectify any claimed deficiency. (c) The notice provisions of this section shall not apply where the reason for termination or cancellation is good cause under § 4-72-202(5)(C) -(H). (d) If the reason for termination, cancellation, or failure to renew is for repeated deficiencies within a twelve-month period giving rise to good cause under § 4-72-202(5)(A) or (B) , the franchisee shall have ten (10) days to rectify the repeated deficiencies and thereby void the notice. Acts 1977, No. 355, §§ 4, 5; A.S.A. 1947, §§ 70-810, 70-811.

(a) It shall be a violation of this subchapter for a franchisor to: (1) Terminate or cancel a franchise without good cause; or (2) Fail to renew a franchise except for good cause or except in accordance with the current policies, practices, and standards established by the franchisor which in their establishment, operation, or application are not arbitrary or capricious.

(1) Terminate or cancel a franchise without good cause; or

(2) Fail to renew a franchise except for good cause or except in accordance with the current policies, practices, and standards established by the franchisor which in their establishment, operation, or application are not arbitrary or capricious.

(b) No franchisor shall directly or indirectly terminate, cancel, or fail to renew a franchise without first giving written notice to the franchisee at least ninety (90) days in advance of such action, setting forth the reasons for the termination, cancellation, or intention not to renew, and, in the case of terminations, shall provide the franchisee with thirty (30) days in which to rectify any claimed deficiency.

(c) The notice provisions of this section shall not apply where the reason for termination or cancellation is good cause under § 4-72-202(5)(C) -(H).

(d) If the reason for termination, cancellation, or failure to renew is for repeated deficiencies within a twelve-month period giving rise to good cause under § 4-72-202(5)(A) or (B) , the franchisee shall have ten (10) days to rectify the repeated deficiencies and thereby void the notice.

Acts 1977, No. 355, §§ 4, 5; A.S.A. 1947, §§ 70-810, 70-811.
Ark. Code Ann. § 4-73-304 — AR Code / Title 4 / Chapter 73 / Subchapter 3 / Section 4-73-304
Certificate of information to be furnished purchaser
Status: in_force

(a) No person engaged in the business of selling fine prints shall sell a fine print, at wholesale or at retail, unless the person furnishes the purchaser a certificate or a written invoice or receipt for the purchase price which clearly and conspicuously discloses and warrants all of the applicable information about a fine print set forth in § 4-73-305 . (b) If the seller disclaims knowledge as to any applicable item of information set forth in § 4-73-305 , the seller shall so state specifically and categorically with regard to each such item. (c) If the seller describes a fine print as a reproduction, the seller need not furnish any further information, unless the edition was allegedly published in a signed, numbered, or limited edition, or any combination thereof, in which case all of the informational details are required to be furnished. Acts 1983, No. 819, § 2; A.S.A. 1947, § 68-1802.

(a) No person engaged in the business of selling fine prints shall sell a fine print, at wholesale or at retail, unless the person furnishes the purchaser a certificate or a written invoice or receipt for the purchase price which clearly and conspicuously discloses and warrants all of the applicable information about a fine print set forth in § 4-73-305 .

(b) If the seller disclaims knowledge as to any applicable item of information set forth in § 4-73-305 , the seller shall so state specifically and categorically with regard to each such item.

(c) If the seller describes a fine print as a reproduction, the seller need not furnish any further information, unless the edition was allegedly published in a signed, numbered, or limited edition, or any combination thereof, in which case all of the informational details are required to be furnished.

Acts 1983, No. 819, § 2; A.S.A. 1947, § 68-1802.
Ark. Code Ann. § 4-107-203 — AR Code / Title 4 / Chapter 107 / Subchapter 2 / Section 4-107-203
Deceptive trade practices
Status: in_force

(a) (1) Further, a violation of the provisions of this subchapter by a credit card issuer or creditor issuing a credit card shall constitute an unfair and deceptive act or practice as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq. (2) All remedies, penalties, and authority granted to the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General for the enforcement of this section. (b) Nothing in this subchapter shall limit the rights or remedies which are otherwise available to the credit card holder under any other law. (c) The obligations under this subchapter are cumulative and should in no way be deemed to limit the obligations imposed under any other state or federal law. Acts 1999, No. 1497, § 3.

(a) (1) Further, a violation of the provisions of this subchapter by a credit card issuer or creditor issuing a credit card shall constitute an unfair and deceptive act or practice as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq. (2) All remedies, penalties, and authority granted to the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General for the enforcement of this section.

(1) Further, a violation of the provisions of this subchapter by a credit card issuer or creditor issuing a credit card shall constitute an unfair and deceptive act or practice as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq.

(2) All remedies, penalties, and authority granted to the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General for the enforcement of this section.

(b) Nothing in this subchapter shall limit the rights or remedies which are otherwise available to the credit card holder under any other law.

(c) The obligations under this subchapter are cumulative and should in no way be deemed to limit the obligations imposed under any other state or federal law.

Acts 1999, No. 1497, § 3.
Ark. Code Ann. § 4-72-306 — AR Code / Title 4 / Chapter 72 / Subchapter 3 / Section 4-72-306
Death of retailer equivalent to termination
Status: in_force

(a) In the event of the death of the retailer or the majority stockholder of a corporation operating as a retailer, the wholesaler, manufacturer, or distributor shall, at the option of the heir or heirs, repurchase the inventory from the heir or heirs of the retailer or majority stockholder as if the wholesaler, manufacturer, or distributor had terminated the contract. The heir or heirs shall have one (1) year from the date of the death of the retailer or majority stockholder to exercise their options under this subchapter. (b) Nothing in this subchapter shall require the repurchase of any inventory if the heir or heirs and the wholesaler, manufacturer, or distributor enter into a new contract to operate the retail dealership. Acts 1979, No. 810, § 7; A.S.A. 1947, § 70-825.

(a) In the event of the death of the retailer or the majority stockholder of a corporation operating as a retailer, the wholesaler, manufacturer, or distributor shall, at the option of the heir or heirs, repurchase the inventory from the heir or heirs of the retailer or majority stockholder as if the wholesaler, manufacturer, or distributor had terminated the contract. The heir or heirs shall have one (1) year from the date of the death of the retailer or majority stockholder to exercise their options under this subchapter.

(b) Nothing in this subchapter shall require the repurchase of any inventory if the heir or heirs and the wholesaler, manufacturer, or distributor enter into a new contract to operate the retail dealership.

Acts 1979, No. 810, § 7; A.S.A. 1947, § 70-825.
Ark. Code Ann. § 4-28-406 — AR Code / Title 4 / Chapter 28 / Subchapter 4 / Section 4-28-406
Fund-raising counsel - Registration - Fees
Status: in_force

(a) A person shall not act as a fund-raising counsel until he or she has first registered with the Secretary of State. (b) Applications for registration shall be submitted: (1) In writing; (2) Under oath; (3) In the form prescribed by the Secretary of State; and (4) Accompanied by an annual fee in the sum of one hundred dollars ($100). (c) (1) Registrations are valid for a period of one (1) year. (2) Registrations may be renewed upon the filing of a new application and the tendering of the fee previously prescribed for registration. Amended by Act 2017, No. 727,§ 5, eff. 1/1/2018. Acts 1999, No. 1198, § 6.

(a) A person shall not act as a fund-raising counsel until he or she has first registered with the Secretary of State.

(b) Applications for registration shall be submitted: (1) In writing; (2) Under oath; (3) In the form prescribed by the Secretary of State; and (4) Accompanied by an annual fee in the sum of one hundred dollars ($100).

(1) In writing;

(2) Under oath;

(3) In the form prescribed by the Secretary of State; and

(4) Accompanied by an annual fee in the sum of one hundred dollars ($100).

(c) (1) Registrations are valid for a period of one (1) year. (2) Registrations may be renewed upon the filing of a new application and the tendering of the fee previously prescribed for registration.

(1) Registrations are valid for a period of one (1) year.

(2) Registrations may be renewed upon the filing of a new application and the tendering of the fee previously prescribed for registration.

Amended by Act 2017, No. 727,§ 5, eff. 1/1/2018.

Acts 1999, No. 1198, § 6.
Ark. Code Ann. § 4-20-104 — AR Code / Title 4 / Chapter 20 / Section 4-20-104
Addresses in filings
Status: in_force

Whenever this chapter requires that a filing state an address, the filing must state: (1) an actual street address or rural route box number in this state; and (2) a mailing address in this state, if different from the address under paragraph (1). Acts 2007, No. 638, § 1.

Whenever this chapter requires that a filing state an address, the filing must state:

(1) an actual street address or rural route box number in this state; and

(2) a mailing address in this state, if different from the address under paragraph (1).

Acts 2007, No. 638, § 1.
Ark. Code Ann. § 4-31-402 — AR Code / Title 4 / Chapter 31 / Subchapter 4 / Section 4-31-402
Filing requirements
Status: in_force

(a) (1) A business trust, for the purpose of this subchapter, shall be foreign. (2) A foreign business trust includes every foreign business trust. (b) Any foreign business trust desiring to transact business in this state shall deliver to the Secretary of State: (1) A form provided by the Secretary of State's office or an executed copy of the articles, declaration of trust, or trust agreement by which the trust was created and all amendments thereto, or a true copy thereof certified to be such by a trustee of the trust before a notary or by a public official of another state territory or country in whose office an executed copy thereof is on file; (2) A verified list of the names, residences, and post office addresses of its trustees; (3) An affidavit setting forth its assumed business name, if any; and (4) A foreign business trust shall deliver to the Secretary of State the location of its principal office, the information required by § 4-20-105(a) , and its irrevocable consent to service of process duly signed by a majority of its trustees to bind the business trust by such irrevocable consent. (c) When a foreign business trust has complied with the delivery requirements as provided in this section, the Secretary of State, after determining that all requirements have been met, shall file the delivered documents of foreign business trusts and the foreign business trusts may thereupon commence business. (d) Upon the filing of the form provided by the Secretary of State or the copy of articles, declaration of trust, or trust agreement and the payment of a filing fee in compliance with the laws of the State of Arkansas, the Secretary of State shall issue to the trustee named in the form or articles, declaration of trust, or trust agreement, a certificate showing that the declaration of trust has been on file in the office, whereupon such association shall be authorized to transact business in this state provided that all other applicable laws have been followed. (e) (1) The articles, declaration of trust, or trust agreement by which any foreign business trust was created may be amended in the manner specified therein or in such manner as is valid under the law applicable to the foreign business trust. (2) Provided, that no amendment shall be legally effected in the state until a copy thereof has been filed with the Secretary of State. Acts 1999, No. 1366, § 2; 2007, No. 638, § 28.

(a) (1) A business trust, for the purpose of this subchapter, shall be foreign. (2) A foreign business trust includes every foreign business trust.

(1) A business trust, for the purpose of this subchapter, shall be foreign.

(2) A foreign business trust includes every foreign business trust.

(b) Any foreign business trust desiring to transact business in this state shall deliver to the Secretary of State: (1) A form provided by the Secretary of State's office or an executed copy of the articles, declaration of trust, or trust agreement by which the trust was created and all amendments thereto, or a true copy thereof certified to be such by a trustee of the trust before a notary or by a public official of another state territory or country in whose office an executed copy thereof is on file; (2) A verified list of the names, residences, and post office addresses of its trustees; (3) An affidavit setting forth its assumed business name, if any; and (4) A foreign business trust shall deliver to the Secretary of State the location of its principal office, the information required by § 4-20-105(a) , and its irrevocable consent to service of process duly signed by a majority of its trustees to bind the business trust by such irrevocable consent.

(1) A form provided by the Secretary of State's office or an executed copy of the articles, declaration of trust, or trust agreement by which the trust was created and all amendments thereto, or a true copy thereof certified to be such by a trustee of the trust before a notary or by a public official of another state territory or country in whose office an executed copy thereof is on file;

(2) A verified list of the names, residences, and post office addresses of its trustees;

(3) An affidavit setting forth its assumed business name, if any; and

(4) A foreign business trust shall deliver to the Secretary of State the location of its principal office, the information required by § 4-20-105(a) , and its irrevocable consent to service of process duly signed by a majority of its trustees to bind the business trust by such irrevocable consent.

(c) When a foreign business trust has complied with the delivery requirements as provided in this section, the Secretary of State, after determining that all requirements have been met, shall file the delivered documents of foreign business trusts and the foreign business trusts may thereupon commence business.

(d) Upon the filing of the form provided by the Secretary of State or the copy of articles, declaration of trust, or trust agreement and the payment of a filing fee in compliance with the laws of the State of Arkansas, the Secretary of State shall issue to the trustee named in the form or articles, declaration of trust, or trust agreement, a certificate showing that the declaration of trust has been on file in the office, whereupon such association shall be authorized to transact business in this state provided that all other applicable laws have been followed.

(e) (1) The articles, declaration of trust, or trust agreement by which any foreign business trust was created may be amended in the manner specified therein or in such manner as is valid under the law applicable to the foreign business trust. (2) Provided, that no amendment shall be legally effected in the state until a copy thereof has been filed with the Secretary of State.

(1) The articles, declaration of trust, or trust agreement by which any foreign business trust was created may be amended in the manner specified therein or in such manner as is valid under the law applicable to the foreign business trust.

(2) Provided, that no amendment shall be legally effected in the state until a copy thereof has been filed with the Secretary of State.

Acts 1999, No. 1366, § 2; 2007, No. 638, § 28.
Ark. Code Ann. § 4-75-710 — AR Code / Title 4 / Chapter 75 / Subchapter 7 / Section 4-75-710
Sales by a wholesaler to a wholesaler
Status: in_force

When one wholesaler sells cigarettes to any other wholesaler, the former shall not be required to include in his or her selling price to the latter the cost to the wholesaler, as provided by § 4-75-702 , but the latter wholesaler, upon resale to a retailer, shall be subject to the provisions of that section. Acts 1951, No. 101, § 5; A.S.A. 1947, § 70-605.

When one wholesaler sells cigarettes to any other wholesaler, the former shall not be required to include in his or her selling price to the latter the cost to the wholesaler, as provided by § 4-75-702 , but the latter wholesaler, upon resale to a retailer, shall be subject to the provisions of that section.

Acts 1951, No. 101, § 5; A.S.A. 1947, § 70-605.
Ark. Code Ann. § 4-18-327 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-327
Rules to be unaffected by repeal of prior enabling statute
Status: in_force

The adoption of this subchapter or any of its provisions shall not affect any rules promulgated pursuant to the authority of any earlier enabling statute unless inconsistent with this subchapter or modified or revoked by the State Plant Board. Acts 2001, No. 587, § 27.

The adoption of this subchapter or any of its provisions shall not affect any rules promulgated pursuant to the authority of any earlier enabling statute unless inconsistent with this subchapter or modified or revoked by the State Plant Board.

Acts 2001, No. 587, § 27.
Ark. Code Ann. § 4-99-303 — AR Code / Title 4 / Chapter 99 / Subchapter 3 / Section 4-99-303
Penalties - Remedies - Enforcement
Status: in_force

(a) When a person violates this subchapter or a rule prescribed under this subchapter, the violation shall constitute an unfair or deceptive act or practice as defined in § 4-88-101 et seq. pertaining to deceptive trade practices. (b) (1) All remedies, penalties, and authority granted to the Attorney General under § 4-88-101 et seq. shall be available to the Attorney General for enforcement of this subchapter. (2) The remedies and penalties provided by this section are cumulative to each other and the remedies or penalties available under all other laws of this state. Amended by Act 2019, No. 315,§ 142, eff. 7/24/2019. Acts 1999, No. 1361, § 1.

(a) When a person violates this subchapter or a rule prescribed under this subchapter, the violation shall constitute an unfair or deceptive act or practice as defined in § 4-88-101 et seq. pertaining to deceptive trade practices.

(b) (1) All remedies, penalties, and authority granted to the Attorney General under § 4-88-101 et seq. shall be available to the Attorney General for enforcement of this subchapter. (2) The remedies and penalties provided by this section are cumulative to each other and the remedies or penalties available under all other laws of this state.

(1) All remedies, penalties, and authority granted to the Attorney General under § 4-88-101 et seq. shall be available to the Attorney General for enforcement of this subchapter.

(2) The remedies and penalties provided by this section are cumulative to each other and the remedies or penalties available under all other laws of this state.

Amended by Act 2019, No. 315,§ 142, eff. 7/24/2019.

Acts 1999, No. 1361, § 1.
Ark. Code Ann. § 4-37-304 — AR Code / Title 4 / Chapter 37 / Subchapter 3 / Section 4-37-304
Management
Status: in_force

(a) A protected series may have more than one protected-series manager. (b) If a protected series has no associated members, the series limited liability company is the protected-series manager. (c) Section 4-37-108 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to: (1) the protected series; (2) any associated member of the protected series; and (3) any protected-series transferee of the protected series. (d) Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to: (1) the company; (2) another protected series of the company; or (3) another person in that person's capacity as: (A) a member of the company which is not an associated member of the protected series; (B) a protected-series transferee or protected-series manager of another protected series; or (C) a transferee of the company. (e) An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member. (f) Section 4-38-302 applies to a protected series in accordance with § 4-37-108 . (g) An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is an agent for the company with power to bind the company under § 4-38-301 . Amended by Act 2021, No. 1041,§ 15, eff. 7/28/2021. Amended by Act 2021, No. 1041,§ 14, eff. 7/28/2021. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

(a) A protected series may have more than one protected-series manager.

(b) If a protected series has no associated members, the series limited liability company is the protected-series manager.

(c) Section 4-37-108 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to: (1) the protected series; (2) any associated member of the protected series; and (3) any protected-series transferee of the protected series.

(1) the protected series;

(2) any associated member of the protected series; and

(3) any protected-series transferee of the protected series.

(d) Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to: (1) the company; (2) another protected series of the company; or (3) another person in that person's capacity as: (A) a member of the company which is not an associated member of the protected series; (B) a protected-series transferee or protected-series manager of another protected series; or (C) a transferee of the company.

(1) the company;

(2) another protected series of the company; or

(3) another person in that person's capacity as: (A) a member of the company which is not an associated member of the protected series; (B) a protected-series transferee or protected-series manager of another protected series; or (C) a transferee of the company.

(A) a member of the company which is not an associated member of the protected series;

(B) a protected-series transferee or protected-series manager of another protected series; or

(C) a transferee of the company.

(e) An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.

(f) Section 4-38-302 applies to a protected series in accordance with § 4-37-108 .

(g) An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is an agent for the company with power to bind the company under § 4-38-301 .

Amended by Act 2021, No. 1041,§ 15, eff. 7/28/2021.

Amended by Act 2021, No. 1041,§ 14, eff. 7/28/2021.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-38-709 — AR Code / Title 4 / Chapter 38 / Subchapter 7 / Section 4-38-709
Reinstatement
Status: in_force

(a) A limited liability company that is administratively dissolved under § 4-38-708 may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application must state: (1) the name of the company at the time of its administrative dissolution and, if needed, a different name that satisfies § 4-38-112 ; (2) the address of the principal office of the company and the name and street and mailing addresses of its registered agent; (3) the effective date of the company's administrative dissolution; and (4) that the grounds for dissolution did not exist or have been cured. (b) To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that were due to the Secretary of State at the time of the company's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the Secretary of State while the company was administratively dissolved. (c) If the Secretary of State determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the Secretary of State by subsection (b) have been made, the Secretary of State shall: (1) cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the Secretary of State's determination and the effective date of reinstatement; and (2) file the statement of reinstatement and serve a copy on the limited liability company. (d) When reinstatement under this section has become effective, the following rules apply: (1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution. (2) The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred. (3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A limited liability company that is administratively dissolved under § 4-38-708 may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application must state: (1) the name of the company at the time of its administrative dissolution and, if needed, a different name that satisfies § 4-38-112 ; (2) the address of the principal office of the company and the name and street and mailing addresses of its registered agent; (3) the effective date of the company's administrative dissolution; and (4) that the grounds for dissolution did not exist or have been cured.

(1) the name of the company at the time of its administrative dissolution and, if needed, a different name that satisfies § 4-38-112 ;

(2) the address of the principal office of the company and the name and street and mailing addresses of its registered agent;

(3) the effective date of the company's administrative dissolution; and

(4) that the grounds for dissolution did not exist or have been cured.

(b) To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that were due to the Secretary of State at the time of the company's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the Secretary of State while the company was administratively dissolved.

(c) If the Secretary of State determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the Secretary of State by subsection (b) have been made, the Secretary of State shall: (1) cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the Secretary of State's determination and the effective date of reinstatement; and (2) file the statement of reinstatement and serve a copy on the limited liability company.

(1) cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the Secretary of State's determination and the effective date of reinstatement; and

(2) file the statement of reinstatement and serve a copy on the limited liability company.

(d) When reinstatement under this section has become effective, the following rules apply: (1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution. (2) The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred. (3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

(1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

(2) The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.

(3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-33-1706 — AR Code / Title 4 / Chapter 33 / Subchapter 17 / Section 4-33-1706
Effective date
Status: in_force

This chapter takes effect January 1, 1994. Acts 1993, No. 1147, § 1705.

This chapter takes effect January 1, 1994.

Acts 1993, No. 1147, § 1705.
Ark. Code Ann. § 4-59-201 — AR Code / Title 4 / Chapter 59 / Subchapter 2 / Section 4-59-201
Definitions
Status: in_force

As used in this subchapter: (1) "Affiliate" means: (i) a person that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote; (ii) a corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor or a person that directly or indirectly owns, controls, or holds, with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote; (iii) a person whose business is operated by the debtor under a lease or other agreement, or a person substantially all of whose assets are controlled by the debtor; or (iv) a person that operates the debtor's business under a lease or other agreement or controls substantially all of the debtor's assets. (2) "Asset" means property of a debtor, but the term does not include: (i) property to the extent it is encumbered by a valid lien; (ii) property to the extent it is generally exempt under nonbankruptcy law; or (iii) an interest in property held in tenancy by the entireties to the extent it is not subject to process by a creditor holding a claim against only one tenant. (3) "Claim", except as used in "claim for relief", means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured. (4) "Creditor" means a person that has a claim. (5) "Debt" means liability on a claim. (6) "Debtor" means a person that is liable on a claim. (7) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (8) "Insider" includes: (i) if the debtor is an individual: (A) a relative of the debtor or of a general partner of the debtor; (B) a partnership in which the debtor is a general partner; (C) a general partner in a partnership described in clause (B); or (D) a corporation of which the debtor is a director, officer, or person in control; (ii) if the debtor is a corporation: (A) a director of the debtor; (B) an officer of the debtor; (C) a person in control of the debtor; (D) a partnership in which the debtor is a general partner; (E) a general partner in a partnership described in clause (D); or (F) a relative of a general partner, director, officer, or person in control of the debtor; (iii) if the debtor is a partnership: (A) a general partner in the debtor; (B) a relative of a general partner in, a general partner of, or a person in control of the debtor; (C) another partnership in which the debtor is a general partner; (D) a general partner in a partnership described in clause (C); or (E) a person in control of the debtor; (iv) an affiliate, or an insider of an affiliate as if the affiliate were the debtor; and (v) a managing agent of the debtor. (9) "Lien" means a charge against or an interest in property to secure payment of a debt or performance of an obligation, and includes a security interest created by agreement, a judicial lien obtained by legal or equitable process or proceedings, a common-law lien, or a statutory lien, including child support liens arising under §§ 9-14-230 and 9-14-231 . (10) "Organization" means a person other than an individual. (11) "Person" means an individual, estate, partnership, association, trust, business or nonprofit entity, public corporation, government or governmental subdivision, agency, or instrumentality, or other legal or commercial entity. (12) "Property" means anything that may be the subject of ownership. (13) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (14) "Relative" means an individual related by consanguinity within the third degree as determined by the common law, a spouse, or an individual related to a spouse within the third degree as so determined, and includes an individual in an adoptive relationship within the third degree. (15) "Sign" means, with present intent to authenticate or adopt a record: (i) to execute or adopt a tangible symbol; or (ii) to attach to or logically associate with the record an electronic symbol, sound, or process. (16) "Transfer" means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, license, and creation of a lien or other encumbrance. (17) "Valid lien" means a lien that is effective against the holder of a judicial lien subsequently obtained by legal or equitable process or proceedings. Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017. Acts 1987, No. 967, § 1; 1997, No. 1296, § 1.

As used in this subchapter:

(1) "Affiliate" means: (i) a person that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote; (ii) a corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor or a person that directly or indirectly owns, controls, or holds, with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote; (iii) a person whose business is operated by the debtor under a lease or other agreement, or a person substantially all of whose assets are controlled by the debtor; or (iv) a person that operates the debtor's business under a lease or other agreement or controls substantially all of the debtor's assets.

(i) a person that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote;

(A) as a fiduciary or agent without sole discretionary power to vote the securities; or

(B) solely to secure a debt, if the person has not in fact exercised the power to vote;

(ii) a corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor or a person that directly or indirectly owns, controls, or holds, with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote;

(A) as a fiduciary or agent without sole discretionary power to vote the securities; or

(B) solely to secure a debt, if the person has not in fact exercised the power to vote;

(iii) a person whose business is operated by the debtor under a lease or other agreement, or a person substantially all of whose assets are controlled by the debtor; or

(iv) a person that operates the debtor's business under a lease or other agreement or controls substantially all of the debtor's assets.

(2) "Asset" means property of a debtor, but the term does not include: (i) property to the extent it is encumbered by a valid lien; (ii) property to the extent it is generally exempt under nonbankruptcy law; or (iii) an interest in property held in tenancy by the entireties to the extent it is not subject to process by a creditor holding a claim against only one tenant.

(i) property to the extent it is encumbered by a valid lien;

(ii) property to the extent it is generally exempt under nonbankruptcy law; or

(iii) an interest in property held in tenancy by the entireties to the extent it is not subject to process by a creditor holding a claim against only one tenant.

(3) "Claim", except as used in "claim for relief", means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.

(4) "Creditor" means a person that has a claim.

(5) "Debt" means liability on a claim.

(6) "Debtor" means a person that is liable on a claim.

(7) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(8) "Insider" includes: (i) if the debtor is an individual: (A) a relative of the debtor or of a general partner of the debtor; (B) a partnership in which the debtor is a general partner; (C) a general partner in a partnership described in clause (B); or (D) a corporation of which the debtor is a director, officer, or person in control; (ii) if the debtor is a corporation: (A) a director of the debtor; (B) an officer of the debtor; (C) a person in control of the debtor; (D) a partnership in which the debtor is a general partner; (E) a general partner in a partnership described in clause (D); or (F) a relative of a general partner, director, officer, or person in control of the debtor; (iii) if the debtor is a partnership: (A) a general partner in the debtor; (B) a relative of a general partner in, a general partner of, or a person in control of the debtor; (C) another partnership in which the debtor is a general partner; (D) a general partner in a partnership described in clause (C); or (E) a person in control of the debtor; (iv) an affiliate, or an insider of an affiliate as if the affiliate were the debtor; and (v) a managing agent of the debtor.

(i) if the debtor is an individual: (A) a relative of the debtor or of a general partner of the debtor; (B) a partnership in which the debtor is a general partner; (C) a general partner in a partnership described in clause (B); or (D) a corporation of which the debtor is a director, officer, or person in control;

(A) a relative of the debtor or of a general partner of the debtor;

(B) a partnership in which the debtor is a general partner;

(C) a general partner in a partnership described in clause (B); or

(D) a corporation of which the debtor is a director, officer, or person in control;

(ii) if the debtor is a corporation: (A) a director of the debtor; (B) an officer of the debtor; (C) a person in control of the debtor; (D) a partnership in which the debtor is a general partner; (E) a general partner in a partnership described in clause (D); or (F) a relative of a general partner, director, officer, or person in control of the debtor;

(A) a director of the debtor;

(B) an officer of the debtor;

(C) a person in control of the debtor;

(D) a partnership in which the debtor is a general partner;

(E) a general partner in a partnership described in clause (D); or

(F) a relative of a general partner, director, officer, or person in control of the debtor;

(iii) if the debtor is a partnership: (A) a general partner in the debtor; (B) a relative of a general partner in, a general partner of, or a person in control of the debtor; (C) another partnership in which the debtor is a general partner; (D) a general partner in a partnership described in clause (C); or (E) a person in control of the debtor;

(A) a general partner in the debtor;

(B) a relative of a general partner in, a general partner of, or a person in control of the debtor;

(C) another partnership in which the debtor is a general partner;

(D) a general partner in a partnership described in clause (C); or

(E) a person in control of the debtor;

(iv) an affiliate, or an insider of an affiliate as if the affiliate were the debtor; and

(v) a managing agent of the debtor.

(9) "Lien" means a charge against or an interest in property to secure payment of a debt or performance of an obligation, and includes a security interest created by agreement, a judicial lien obtained by legal or equitable process or proceedings, a common-law lien, or a statutory lien, including child support liens arising under §§ 9-14-230 and 9-14-231 .

(10) "Organization" means a person other than an individual.

(11) "Person" means an individual, estate, partnership, association, trust, business or nonprofit entity, public corporation, government or governmental subdivision, agency, or instrumentality, or other legal or commercial entity.

(12) "Property" means anything that may be the subject of ownership.

(13) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(14) "Relative" means an individual related by consanguinity within the third degree as determined by the common law, a spouse, or an individual related to a spouse within the third degree as so determined, and includes an individual in an adoptive relationship within the third degree.

(15) "Sign" means, with present intent to authenticate or adopt a record: (i) to execute or adopt a tangible symbol; or (ii) to attach to or logically associate with the record an electronic symbol, sound, or process.

(i) to execute or adopt a tangible symbol; or

(ii) to attach to or logically associate with the record an electronic symbol, sound, or process.

(16) "Transfer" means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, license, and creation of a lien or other encumbrance.

(17) "Valid lien" means a lien that is effective against the holder of a judicial lien subsequently obtained by legal or equitable process or proceedings.

Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017.

Acts 1987, No. 967, § 1; 1997, No. 1296, § 1.
Ark. Code Ann. § 4-47-206 — AR Code / Title 4 / Chapter 47 / Subchapter 2 / Section 4-47-206
Delivery to and filing of records by Secretary of State - Effective time and date
Status: in_force

(a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and: (1) for a statement of dissociation, send: (A) a copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner; and (B) a copy of the filed statement and receipt to the limited partnership; (2) for a statement of withdrawal, send: (A) a copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (B) if the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and (3) for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. (b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record. (c) Except as otherwise provided in § 4-47-207 , a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective: (1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed; or (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed. Acts 2007, No. 15, § 1; 2007, No. 638, § 60.

(a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and: (1) for a statement of dissociation, send: (A) a copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner; and (B) a copy of the filed statement and receipt to the limited partnership; (2) for a statement of withdrawal, send: (A) a copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (B) if the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and (3) for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.

(1) for a statement of dissociation, send: (A) a copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner; and (B) a copy of the filed statement and receipt to the limited partnership;

(A) a copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner; and

(B) a copy of the filed statement and receipt to the limited partnership;

(2) for a statement of withdrawal, send: (A) a copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (B) if the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and

(A) a copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and

(B) if the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and

(3) for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.

(b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.

(c) Except as otherwise provided in § 4-47-207 , a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective: (1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed; or (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed.

(1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record;

(2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;

(3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed; or

(A) the specified date; or

(B) the 90th day after the record is filed; or

(4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed.

(A) the specified date; or

(B) the 90th day after the record is filed.

Acts 2007, No. 15, § 1; 2007, No. 638, § 60.
Ark. Code Ann. § 4-97-107 — AR Code / Title 4 / Chapter 97 / Section 4-97-107
Unlawful disposition of animals
Status: in_force

(a) It is unlawful for a retail pet store to knowingly give, sell, exchange, barter, or otherwise transfer an animal to any other person if the ultimate destination of the animal is research or killing for dissection. (b) It is unlawful for a retail pet store to kill any animal in its care, custody, or control without a prior written or oral recommendation from a doctor of veterinary medicine citing the animal's interest justifying the killing of the animal. (c) It is unlawful for a retail pet store, its owners, officers, agents, operator, manager, or employees, or any other person, to kill any animal in its care, custody, or control by any means other than euthanasia as defined in § 4-97-103 . (d) A violation of this chapter or a rule promulgated hereunder shall constitute a Class A misdemeanor. Amended by Act 2019, No. 315,§ 139, eff. 7/24/2019. Acts 1991, No. 1225, § 7.

(a) It is unlawful for a retail pet store to knowingly give, sell, exchange, barter, or otherwise transfer an animal to any other person if the ultimate destination of the animal is research or killing for dissection.

(b) It is unlawful for a retail pet store to kill any animal in its care, custody, or control without a prior written or oral recommendation from a doctor of veterinary medicine citing the animal's interest justifying the killing of the animal.

(c) It is unlawful for a retail pet store, its owners, officers, agents, operator, manager, or employees, or any other person, to kill any animal in its care, custody, or control by any means other than euthanasia as defined in § 4-97-103 .

(d) A violation of this chapter or a rule promulgated hereunder shall constitute a Class A misdemeanor.

Amended by Act 2019, No. 315,§ 139, eff. 7/24/2019.

Acts 1991, No. 1225, § 7.
Ark. Code Ann. § 4-101-201 — AR Code / Title 4 / Chapter 101 / Subchapter 2 / Section 4-101-201
Duty of merchant - Penalty
Status: in_force

(a) A person engaged in the business of selling fracture-filled or clarity-enhanced diamonds or jewelry containing fracture-filled diamonds shall: (1) Disclose to the customer that the diamond has been treated and that it is a fracture-filled or clarity-enhanced diamond; and (2) Post the following notice in a conspicuous place at the entrance to the premises: "NOTICE TO CUSTOMERS. Fracture-filled and clarity-enhanced diamonds are sold by this business. Arkansas law requires that the seller disclose to the customer that a diamond is fracture-filled or clarity-enhanced before the sale of any fracture-filled or clarity-enhanced diamond.". (b) A violation of this section shall be a Class B misdemeanor. Acts 1995, No. 1128, § 1.

(a) A person engaged in the business of selling fracture-filled or clarity-enhanced diamonds or jewelry containing fracture-filled diamonds shall: (1) Disclose to the customer that the diamond has been treated and that it is a fracture-filled or clarity-enhanced diamond; and (2) Post the following notice in a conspicuous place at the entrance to the premises: "NOTICE TO CUSTOMERS. Fracture-filled and clarity-enhanced diamonds are sold by this business. Arkansas law requires that the seller disclose to the customer that a diamond is fracture-filled or clarity-enhanced before the sale of any fracture-filled or clarity-enhanced diamond.".

(1) Disclose to the customer that the diamond has been treated and that it is a fracture-filled or clarity-enhanced diamond; and

(2) Post the following notice in a conspicuous place at the entrance to the premises: "NOTICE TO CUSTOMERS. Fracture-filled and clarity-enhanced diamonds are sold by this business. Arkansas law requires that the seller disclose to the customer that a diamond is fracture-filled or clarity-enhanced before the sale of any fracture-filled or clarity-enhanced diamond.".

"NOTICE TO CUSTOMERS.

Fracture-filled and clarity-enhanced diamonds are sold by this business. Arkansas law requires that the seller disclose to the customer that a diamond is fracture-filled or clarity-enhanced before the sale of any fracture-filled or clarity-enhanced diamond.".

(b) A violation of this section shall be a Class B misdemeanor.

Acts 1995, No. 1128, § 1.
Ark. Code Ann. § 4-26-810 — AR Code / Title 4 / Chapter 26 / Subchapter 8 / Section 4-26-810
Emergency bylaws - Operations during emergency
Status: in_force

(a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provision elsewhere in this chapter or in the articles of incorporation or bylaws, be operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its board of directors or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the board of directors or a standing committee cannot readily be convened for action. (b) The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including without limitation provisions that: (1) A meeting of the board of directors or a committee may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws; (2) The director or directors in attendance at the meeting or any greater number fixed by the emergency bylaws shall constitute a quorum; and (3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time not longer than reasonably necessary after the termination of the emergency as may be provided in the emergency bylaws or in the resolution approving the list, to the extent required to provide a quorum at any meeting of the board of directors, shall be deemed directors for that meeting. (c) The board of directors, either before or during any emergency, may provide and from time to time modify lines of succession in the event that during the emergency any or all officers or agents of the corporation shall, for any reason, be rendered incapable of discharging their duties. (d) The board of directors, either before or during any emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so. (e) No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. (f) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon its termination, the emergency bylaws shall cease to be operative. (g) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publications or radio. (h) To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting. Acts 1965, No. 576, § 35.4; A.S.A. 1947, § 64-514.

(a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provision elsewhere in this chapter or in the articles of incorporation or bylaws, be operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its board of directors or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the board of directors or a standing committee cannot readily be convened for action.

(b) The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including without limitation provisions that: (1) A meeting of the board of directors or a committee may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws; (2) The director or directors in attendance at the meeting or any greater number fixed by the emergency bylaws shall constitute a quorum; and (3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time not longer than reasonably necessary after the termination of the emergency as may be provided in the emergency bylaws or in the resolution approving the list, to the extent required to provide a quorum at any meeting of the board of directors, shall be deemed directors for that meeting.

(1) A meeting of the board of directors or a committee may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;

(2) The director or directors in attendance at the meeting or any greater number fixed by the emergency bylaws shall constitute a quorum; and

(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time not longer than reasonably necessary after the termination of the emergency as may be provided in the emergency bylaws or in the resolution approving the list, to the extent required to provide a quorum at any meeting of the board of directors, shall be deemed directors for that meeting.

(c) The board of directors, either before or during any emergency, may provide and from time to time modify lines of succession in the event that during the emergency any or all officers or agents of the corporation shall, for any reason, be rendered incapable of discharging their duties.

(d) The board of directors, either before or during any emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so.

(e) No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct.

(f) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon its termination, the emergency bylaws shall cease to be operative.

(g) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publications or radio.

(h) To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.

Acts 1965, No. 576, § 35.4; A.S.A. 1947, § 64-514.
Ark. Code Ann. § 4-28-303 — AR Code / Title 4 / Chapter 28 / Subchapter 3 / Section 4-28-303
Domestic corporations - Consolidation pursuant to plan
Status: in_force

(a) Any two (2) or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this subchapter. (b) Each corporation shall adopt a plan of consolidation setting forth: (1) The names of the corporations proposing to consolidate; (2) The name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation; (3) The terms and conditions of the proposed consolidation; (4) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq.; and (5) Any other provisions with respect to the proposed consolidation as are deemed necessary or desirable. Acts 1983, No. 614, § 2; A.S.A. 1947, § 64-1926.

(a) Any two (2) or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this subchapter.

(b) Each corporation shall adopt a plan of consolidation setting forth: (1) The names of the corporations proposing to consolidate; (2) The name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation; (3) The terms and conditions of the proposed consolidation; (4) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq.; and (5) Any other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

(1) The names of the corporations proposing to consolidate;

(2) The name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;

(3) The terms and conditions of the proposed consolidation;

(4) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq.; and

(5) Any other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

Acts 1983, No. 614, § 2; A.S.A. 1947, § 64-1926.
Ark. Code Ann. § 4-35-110 — AR Code / Title 4 / Chapter 35 / Subchapter 1 / Section 4-35-110
Revenues
Status: in_force

(a) A water authority formed pursuant to this chapter shall be operated without profit, but the rates, fees, rents, or other charges for water or wastewater collection, disposal, and treatment and other facilities, supplies, equipment, or services furnished by the water authority shall be sufficient at all times: (1) To pay all operating and maintenance expenses necessary or desirable for the prudent conduct of its affairs and the principal of and interest on the obligations issued or assumed by the water authority in the performance of the purposes for which it was organized; and (2) For the creation of adequate reserves. (b) The revenues of the water authority shall be devoted first to the payment of operating and maintenance expenses and the principal and interest on outstanding obligations, and thereafter to reserves for improvements, new construction, depreciation, and contingencies as the board of directors may prescribe from time to time and to other purposes approved by the board, including rebates to water users. Acts 2003, No. 1330, § 3; 2005, No. 1653, § 2.

(a) A water authority formed pursuant to this chapter shall be operated without profit, but the rates, fees, rents, or other charges for water or wastewater collection, disposal, and treatment and other facilities, supplies, equipment, or services furnished by the water authority shall be sufficient at all times: (1) To pay all operating and maintenance expenses necessary or desirable for the prudent conduct of its affairs and the principal of and interest on the obligations issued or assumed by the water authority in the performance of the purposes for which it was organized; and (2) For the creation of adequate reserves.

(1) To pay all operating and maintenance expenses necessary or desirable for the prudent conduct of its affairs and the principal of and interest on the obligations issued or assumed by the water authority in the performance of the purposes for which it was organized; and

(2) For the creation of adequate reserves.

(b) The revenues of the water authority shall be devoted first to the payment of operating and maintenance expenses and the principal and interest on outstanding obligations, and thereafter to reserves for improvements, new construction, depreciation, and contingencies as the board of directors may prescribe from time to time and to other purposes approved by the board, including rebates to water users.

Acts 2003, No. 1330, § 3; 2005, No. 1653, § 2.
Ark. Code Ann. § 4-90-404 — AR Code / Title 4 / Chapter 90 / Subchapter 4 / Section 4-90-404
Notice by consumer - Disclosure by manufacturer, agent, or dealer
Status: in_force

(a) (1) A consumer shall utilize the informal dispute settlement proceeding provided for in this subchapter prior to bringing any legal action to enforce the consumer's rights under this subchapter, if the manufacturer has made the disclosure required by subsection (b) of this section. (2) However, if the manufacturer has not made the required disclosure, the consumer is not required to utilize the informal dispute settlement procedure pursuant to § 4-90-414 prior to any legal action to enforce the consumer's rights under this subchapter. (b) (1) (A) At the time of the consumer's purchase or lease of the vehicle, the manufacturer, its agent, or an authorized dealer shall provide to the consumer a written statement that explains the consumer's rights and obligations under this subchapter. (B) The manufacturer's authorized dealer shall obtain the consumer's signed acknowledgement of the receipt of the written statement explaining the consumer's rights and obligations under this subchapter. (C) The manufacturer's authorized dealer shall maintain copies of the consumer's signed acknowledgement for a period of no fewer than five (5) years. (2) The written statement shall be prepared by the Consumer Protection Division and shall include the telephone number of the division that the consumer can contact to obtain information regarding his or her rights and obligations under this subchapter. (3) For each failure of the manufacturer, its agent, or an authorized dealer to provide to a consumer the written statement required under this section or failure to retain a signed acknowledgement form, the manufacturer shall be liable to the State of Arkansas for a civil penalty of not less than twenty-five dollars ($25.00) nor more than one thousand dollars ($1,000). (c) (1) The manufacturer shall clearly and conspicuously disclose to the consumer, in the warranty or owner's manual, that written notice of the nonconformity is required before the buyer may be eligible for a refund or replacement of the vehicle. (2) The manufacturer shall provide the consumer with conspicuous notice of the address and phone number for its zone, district, or regional office for this state at the time of vehicle acquisition, to which the buyer must send notification. Acts 1993, No. 285, § 5; 1993, No. 297, § 5; 1995, No. 302, § 2; 2001, No. 1134, § 3.

(a) (1) A consumer shall utilize the informal dispute settlement proceeding provided for in this subchapter prior to bringing any legal action to enforce the consumer's rights under this subchapter, if the manufacturer has made the disclosure required by subsection (b) of this section. (2) However, if the manufacturer has not made the required disclosure, the consumer is not required to utilize the informal dispute settlement procedure pursuant to § 4-90-414 prior to any legal action to enforce the consumer's rights under this subchapter.

(1) A consumer shall utilize the informal dispute settlement proceeding provided for in this subchapter prior to bringing any legal action to enforce the consumer's rights under this subchapter, if the manufacturer has made the disclosure required by subsection (b) of this section.

(2) However, if the manufacturer has not made the required disclosure, the consumer is not required to utilize the informal dispute settlement procedure pursuant to § 4-90-414 prior to any legal action to enforce the consumer's rights under this subchapter.

(b) (1) (A) At the time of the consumer's purchase or lease of the vehicle, the manufacturer, its agent, or an authorized dealer shall provide to the consumer a written statement that explains the consumer's rights and obligations under this subchapter. (B) The manufacturer's authorized dealer shall obtain the consumer's signed acknowledgement of the receipt of the written statement explaining the consumer's rights and obligations under this subchapter. (C) The manufacturer's authorized dealer shall maintain copies of the consumer's signed acknowledgement for a period of no fewer than five (5) years. (2) The written statement shall be prepared by the Consumer Protection Division and shall include the telephone number of the division that the consumer can contact to obtain information regarding his or her rights and obligations under this subchapter. (3) For each failure of the manufacturer, its agent, or an authorized dealer to provide to a consumer the written statement required under this section or failure to retain a signed acknowledgement form, the manufacturer shall be liable to the State of Arkansas for a civil penalty of not less than twenty-five dollars ($25.00) nor more than one thousand dollars ($1,000).

(1) (A) At the time of the consumer's purchase or lease of the vehicle, the manufacturer, its agent, or an authorized dealer shall provide to the consumer a written statement that explains the consumer's rights and obligations under this subchapter. (B) The manufacturer's authorized dealer shall obtain the consumer's signed acknowledgement of the receipt of the written statement explaining the consumer's rights and obligations under this subchapter. (C) The manufacturer's authorized dealer shall maintain copies of the consumer's signed acknowledgement for a period of no fewer than five (5) years.

(A) At the time of the consumer's purchase or lease of the vehicle, the manufacturer, its agent, or an authorized dealer shall provide to the consumer a written statement that explains the consumer's rights and obligations under this subchapter.

(B) The manufacturer's authorized dealer shall obtain the consumer's signed acknowledgement of the receipt of the written statement explaining the consumer's rights and obligations under this subchapter.

(C) The manufacturer's authorized dealer shall maintain copies of the consumer's signed acknowledgement for a period of no fewer than five (5) years.

(2) The written statement shall be prepared by the Consumer Protection Division and shall include the telephone number of the division that the consumer can contact to obtain information regarding his or her rights and obligations under this subchapter.

(3) For each failure of the manufacturer, its agent, or an authorized dealer to provide to a consumer the written statement required under this section or failure to retain a signed acknowledgement form, the manufacturer shall be liable to the State of Arkansas for a civil penalty of not less than twenty-five dollars ($25.00) nor more than one thousand dollars ($1,000).

(c) (1) The manufacturer shall clearly and conspicuously disclose to the consumer, in the warranty or owner's manual, that written notice of the nonconformity is required before the buyer may be eligible for a refund or replacement of the vehicle. (2) The manufacturer shall provide the consumer with conspicuous notice of the address and phone number for its zone, district, or regional office for this state at the time of vehicle acquisition, to which the buyer must send notification.

(1) The manufacturer shall clearly and conspicuously disclose to the consumer, in the warranty or owner's manual, that written notice of the nonconformity is required before the buyer may be eligible for a refund or replacement of the vehicle.

(2) The manufacturer shall provide the consumer with conspicuous notice of the address and phone number for its zone, district, or regional office for this state at the time of vehicle acquisition, to which the buyer must send notification.

Acts 1993, No. 285, § 5; 1993, No. 297, § 5; 1995, No. 302, § 2; 2001, No. 1134, § 3.
Ark. Code Ann. § 4-26-902 — AR Code / Title 4 / Chapter 26 / Subchapter 9 / Section 4-26-902
Sale, lease, or exchange of assets in regular course of business
Status: in_force

The sale, lease, or exchange of all or substantially all the property and assets of a corporation, when made in the usual and regular course of the business of the corporation, may be made upon such terms and conditions and for such considerations, which may consist in whole or in part of money or real or personal property including shares of any other domestic or foreign corporation, as shall be authorized by its board of directors. In this case, no authorization or consent of the shareholders shall be required. Acts 1965, No. 576, § 79; A.S.A. 1947, § 64-802.

The sale, lease, or exchange of all or substantially all the property and assets of a corporation, when made in the usual and regular course of the business of the corporation, may be made upon such terms and conditions and for such considerations, which may consist in whole or in part of money or real or personal property including shares of any other domestic or foreign corporation, as shall be authorized by its board of directors. In this case, no authorization or consent of the shareholders shall be required.

Acts 1965, No. 576, § 79; A.S.A. 1947, § 64-802.
Ark. Code Ann. § 4-99-102 — AR Code / Title 4 / Chapter 99 / Subchapter 1 / Section 4-99-102
Construction
Status: in_force

This chapter shall be construed liberally in order to achieve these purposes. Acts 1993, No. 137, § 1.

This chapter shall be construed liberally in order to achieve these purposes.

Acts 1993, No. 137, § 1.
Ark. Code Ann. § 4-75-1104 — AR Code / Title 4 / Chapter 75 / Subchapter 11 / Section 4-75-1104
Property right in use of name, voice, signature, photograph, or likeness - Prior consent
Status: in_force

(a) An individual has a property right in the commercial use by any medium in any manner without the individual's prior consent of: (1) The individual's name, voice, signature, photograph, or likeness; and (2) Any combination of the individual's name, voice, signature, photograph, or likeness. (b) The property right provided under subsection (a) of this section: (1) Is freely transferable, assignable, licensable, and descendible, in whole or in part, by contract or by a trust, testamentary disposition, or other instrument executed before or after August 22, 2016; (2) Does not expire upon the death of an individual, whether or not the rights were commercially used by the individual during the individual's lifetime; and (3) (A) Upon the death of an individual, vests in the individual's executors, administrators, heirs, devisees, and assignees according to: (i) The terms of a trust, testamentary, or other instrument under subdivision (b)(1) of this section; or (ii) Except as provided in subdivision (b)(3)(B) of this section, if a testamentary instrument does not expressly provide for the transfer of a property right provided by subsection (a) of this section, the laws of this state governing intestate succession to personalty control. (B) In the absence of an express transfer in a testamentary instrument of the rights of an individual in his or her name, voice, signature, photograph, or likeness, a provision in the testamentary instrument that provides for the disposition of the residue of the individual's assets is effective to transfer the rights recognized under this section in accordance with the terms of the provision. (c) Subject to the terms of a transfer, assignment, or license of a property right provided by this section, the consent required by subsection (a) of this section shall be exercised by: (1) The individual during the lifetime of the individual; (2) A person or persons to whom all or part of the right of consent has been transferred, assigned, or licensed; or (3) After the death of an individual, as provided by § 4-75-1105 . Added by Act 2016EX3, No. 9,§ 1, eff. 8/22/2016. Added by Act 2016EX3, No. 8,§ 1, eff. 8/22/2016.

(a) An individual has a property right in the commercial use by any medium in any manner without the individual's prior consent of: (1) The individual's name, voice, signature, photograph, or likeness; and (2) Any combination of the individual's name, voice, signature, photograph, or likeness.

(1) The individual's name, voice, signature, photograph, or likeness; and

(2) Any combination of the individual's name, voice, signature, photograph, or likeness.

(b) The property right provided under subsection (a) of this section: (1) Is freely transferable, assignable, licensable, and descendible, in whole or in part, by contract or by a trust, testamentary disposition, or other instrument executed before or after August 22, 2016; (2) Does not expire upon the death of an individual, whether or not the rights were commercially used by the individual during the individual's lifetime; and (3) (A) Upon the death of an individual, vests in the individual's executors, administrators, heirs, devisees, and assignees according to: (i) The terms of a trust, testamentary, or other instrument under subdivision (b)(1) of this section; or (ii) Except as provided in subdivision (b)(3)(B) of this section, if a testamentary instrument does not expressly provide for the transfer of a property right provided by subsection (a) of this section, the laws of this state governing intestate succession to personalty control. (B) In the absence of an express transfer in a testamentary instrument of the rights of an individual in his or her name, voice, signature, photograph, or likeness, a provision in the testamentary instrument that provides for the disposition of the residue of the individual's assets is effective to transfer the rights recognized under this section in accordance with the terms of the provision.

(1) Is freely transferable, assignable, licensable, and descendible, in whole or in part, by contract or by a trust, testamentary disposition, or other instrument executed before or after August 22, 2016;

(2) Does not expire upon the death of an individual, whether or not the rights were commercially used by the individual during the individual's lifetime; and

(3) (A) Upon the death of an individual, vests in the individual's executors, administrators, heirs, devisees, and assignees according to: (i) The terms of a trust, testamentary, or other instrument under subdivision (b)(1) of this section; or (ii) Except as provided in subdivision (b)(3)(B) of this section, if a testamentary instrument does not expressly provide for the transfer of a property right provided by subsection (a) of this section, the laws of this state governing intestate succession to personalty control. (B) In the absence of an express transfer in a testamentary instrument of the rights of an individual in his or her name, voice, signature, photograph, or likeness, a provision in the testamentary instrument that provides for the disposition of the residue of the individual's assets is effective to transfer the rights recognized under this section in accordance with the terms of the provision.

(A) Upon the death of an individual, vests in the individual's executors, administrators, heirs, devisees, and assignees according to: (i) The terms of a trust, testamentary, or other instrument under subdivision (b)(1) of this section; or (ii) Except as provided in subdivision (b)(3)(B) of this section, if a testamentary instrument does not expressly provide for the transfer of a property right provided by subsection (a) of this section, the laws of this state governing intestate succession to personalty control.

(i) The terms of a trust, testamentary, or other instrument under subdivision (b)(1) of this section; or

(ii) Except as provided in subdivision (b)(3)(B) of this section, if a testamentary instrument does not expressly provide for the transfer of a property right provided by subsection (a) of this section, the laws of this state governing intestate succession to personalty control.

(B) In the absence of an express transfer in a testamentary instrument of the rights of an individual in his or her name, voice, signature, photograph, or likeness, a provision in the testamentary instrument that provides for the disposition of the residue of the individual's assets is effective to transfer the rights recognized under this section in accordance with the terms of the provision.

(c) Subject to the terms of a transfer, assignment, or license of a property right provided by this section, the consent required by subsection (a) of this section shall be exercised by: (1) The individual during the lifetime of the individual; (2) A person or persons to whom all or part of the right of consent has been transferred, assigned, or licensed; or (3) After the death of an individual, as provided by § 4-75-1105 .

(1) The individual during the lifetime of the individual;

(2) A person or persons to whom all or part of the right of consent has been transferred, assigned, or licensed; or

(3) After the death of an individual, as provided by § 4-75-1105 .

Added by Act 2016EX3, No. 9,§ 1, eff. 8/22/2016.

Added by Act 2016EX3, No. 8,§ 1, eff. 8/22/2016.
Ark. Code Ann. § 4-88-605 — AR Code / Title 4 / Chapter 88 / Subchapter 6 / Section 4-88-605
Criminal penalty
Status: in_force

(a) A person who violates any requirement of § 4-88-603 with respect to an unsolicited sexually explicit electronic mail is guilty of a Class B misdemeanor. (b) A person who is found guilty of, or pleads guilty or nolo contendere to, violations of § 4-88-603 is not relieved from civil liability in an action under § 4-88-606 . Acts 2003, No. 1019, § 1.

(a) A person who violates any requirement of § 4-88-603 with respect to an unsolicited sexually explicit electronic mail is guilty of a Class B misdemeanor.

(b) A person who is found guilty of, or pleads guilty or nolo contendere to, violations of § 4-88-603 is not relieved from civil liability in an action under § 4-88-606 .

Acts 2003, No. 1019, § 1.
Ark. Code Ann. § 4-58-105 — AR Code / Title 4 / Chapter 58 / Section 4-58-105
Completion of assignments - Rights and remedies of debtor and subsequent assignees
Status: in_force

(a) Every written assignment made in good faith, whether in the nature of a sale, pledge, or other transfer, or on account receivable or any moneys due or to become due on an open account or on a contract, except for wages and salaries, all of which shall be hereinafter referred to as "account", with or without the giving of notice of the assignment to the debtor, shall be valid and complete at the time of the making of the assignment and shall be deemed to have been fully perfected at that time. (b) (1) After an assignment made in good faith is complete, no bona fide purchaser from the assignor, no creditor of the assignor, and no other assignee or transferee of the assignor in any event shall have or be deemed to have acquired any right or interest in the account so assigned or transferred or in the proceeds thereof or in any obligation substituted therefor, superior to the rights and interest therein of the assignee. (2) In any case where, acting without knowledge of the assignment or transfer, the debtor in good faith pays all or part of such account to the assignor or to the creditor, subsequent purchaser, or other assignee and transferee, all payments so made shall be acquittance to the debtor to the extent thereof, and the assignor, creditor, subsequent purchaser, or other assignee and transferee shall be a trustee of any sums so paid and shall be accountable and liable to the prior assignee thereof. (3) However, any defense of the debtor against any account so assigned or transferred shall be good as against any subsequent purchaser or other assignee and transferee. Acts 1945, No. 118, § 1; A.S.A. 1947, § 68-805.

(a) Every written assignment made in good faith, whether in the nature of a sale, pledge, or other transfer, or on account receivable or any moneys due or to become due on an open account or on a contract, except for wages and salaries, all of which shall be hereinafter referred to as "account", with or without the giving of notice of the assignment to the debtor, shall be valid and complete at the time of the making of the assignment and shall be deemed to have been fully perfected at that time.

(b) (1) After an assignment made in good faith is complete, no bona fide purchaser from the assignor, no creditor of the assignor, and no other assignee or transferee of the assignor in any event shall have or be deemed to have acquired any right or interest in the account so assigned or transferred or in the proceeds thereof or in any obligation substituted therefor, superior to the rights and interest therein of the assignee. (2) In any case where, acting without knowledge of the assignment or transfer, the debtor in good faith pays all or part of such account to the assignor or to the creditor, subsequent purchaser, or other assignee and transferee, all payments so made shall be acquittance to the debtor to the extent thereof, and the assignor, creditor, subsequent purchaser, or other assignee and transferee shall be a trustee of any sums so paid and shall be accountable and liable to the prior assignee thereof. (3) However, any defense of the debtor against any account so assigned or transferred shall be good as against any subsequent purchaser or other assignee and transferee.

(1) After an assignment made in good faith is complete, no bona fide purchaser from the assignor, no creditor of the assignor, and no other assignee or transferee of the assignor in any event shall have or be deemed to have acquired any right or interest in the account so assigned or transferred or in the proceeds thereof or in any obligation substituted therefor, superior to the rights and interest therein of the assignee.

(2) In any case where, acting without knowledge of the assignment or transfer, the debtor in good faith pays all or part of such account to the assignor or to the creditor, subsequent purchaser, or other assignee and transferee, all payments so made shall be acquittance to the debtor to the extent thereof, and the assignor, creditor, subsequent purchaser, or other assignee and transferee shall be a trustee of any sums so paid and shall be accountable and liable to the prior assignee thereof.

(3) However, any defense of the debtor against any account so assigned or transferred shall be good as against any subsequent purchaser or other assignee and transferee.

Acts 1945, No. 118, § 1; A.S.A. 1947, § 68-805.
Ark. Code Ann. § 4-72-202 — AR Code / Title 4 / Chapter 72 / Subchapter 2 / Section 4-72-202
Definitions
Status: in_force

As used in this subchapter, unless the context otherwise requires: (1) (A) "Franchise" means a written or oral agreement for a definite or indefinite period in which a person grants to another person a license to use a trade name, trademark, service mark, or related characteristic within an exclusive or nonexclusive territory or to sell or distribute goods or services within an exclusive or nonexclusive territory at wholesale or retail, by lease agreement, or otherwise. (B) However, a franchise is not created by a lease, license, or concession granted by a retailer to sell goods or furnish services on or from premises which are occupied by the retailer-grantor primarily for its own merchandising activities and a franchise is not created by door-to-door sales complying with § 4-89-101 et seq.; (2) "Franchisee" means a person to whom a franchise is offered or granted; (3) "Franchise owner" means a person who: (A) Owns a financial interest in a franchise; or (B) Has guaranteed the obligations of a person or legal entity under a franchise agreement; (4) "Franchisor" means a person who grants a franchise to another person; (5) "Good cause" means: (A) Failure by a franchisee to comply substantially with the requirements imposed upon him or her by the franchisor, or sought to be imposed by the franchisor, which requirements are not discriminatory as compared with the requirements imposed on other similarly situated franchisees, either by their terms or in the manner of their enforcement; (B) The failure by the franchisee to act in good faith and in a commercially reasonable manner in carrying out the terms of the franchise; (C) Voluntary abandonment of the franchise; (D) Conviction of the franchisee in a court of competent jurisdiction of an offense, punishable by a term of imprisonment in excess of one (1) year, substantially related to the business conducted pursuant to the franchise; (E) Any act by a franchisee which substantially impairs the franchisor's trademark or trade name; (F) The institution of insolvency or bankruptcy proceedings by or against a franchisee, or any assignment or attempted assignment by a franchisee of the franchise or the assets of the franchise for the benefit of the creditors; (G) Loss of the franchisor's or franchisee's right to occupy the premises from which the franchise business is operated; or (H) Failure of the franchisee to pay to the franchisor within ten (10) days after receipt of notice of any sums past due the franchisor and relating to the franchise; (6) "Good faith" means honesty in fact in the conduct or transaction concerned; (7) "Person" means a natural person, corporation, partnership, trust, or other entity, and, in case of an entity, "person" shall include any other entity which has a majority interest in such entity or effectively controls such other entity as well as the individual officers, directors, and other persons in active control of the activities of each entity; (8) "Place of business" means a fixed geographical location at which the franchisee displays for sale and sells the franchisor's goods or offers for sale and sells the franchisor's services; and (9) "Sale, transfer, or assignment" means any disposition of a franchise or any interest therein, with or without consideration, to include, but not be limited to, a bequest, inheritance, gift, exchange, lease, or license. Amended by Act 2023, No. 847,§ 2, eff. 8/1/2023, app. only to franchise agreements or contracts entered into or renewed on and after the effective date of this act.. Acts 1977, No. 355, § 2; 1979, No. 424, § 1; A.S.A. 1947, § 70-808; Acts 1991, No. 411, § 5; 1991, No. 760, § 1; 1997, No. 1128, § 1.

As used in this subchapter, unless the context otherwise requires:

(1) (A) "Franchise" means a written or oral agreement for a definite or indefinite period in which a person grants to another person a license to use a trade name, trademark, service mark, or related characteristic within an exclusive or nonexclusive territory or to sell or distribute goods or services within an exclusive or nonexclusive territory at wholesale or retail, by lease agreement, or otherwise. (B) However, a franchise is not created by a lease, license, or concession granted by a retailer to sell goods or furnish services on or from premises which are occupied by the retailer-grantor primarily for its own merchandising activities and a franchise is not created by door-to-door sales complying with § 4-89-101 et seq.;

(A) "Franchise" means a written or oral agreement for a definite or indefinite period in which a person grants to another person a license to use a trade name, trademark, service mark, or related characteristic within an exclusive or nonexclusive territory or to sell or distribute goods or services within an exclusive or nonexclusive territory at wholesale or retail, by lease agreement, or otherwise.

(B) However, a franchise is not created by a lease, license, or concession granted by a retailer to sell goods or furnish services on or from premises which are occupied by the retailer-grantor primarily for its own merchandising activities and a franchise is not created by door-to-door sales complying with § 4-89-101 et seq.;

(2) "Franchisee" means a person to whom a franchise is offered or granted;

(3) "Franchise owner" means a person who: (A) Owns a financial interest in a franchise; or (B) Has guaranteed the obligations of a person or legal entity under a franchise agreement;

(A) Owns a financial interest in a franchise; or

(B) Has guaranteed the obligations of a person or legal entity under a franchise agreement;

(4) "Franchisor" means a person who grants a franchise to another person;

(5) "Good cause" means: (A) Failure by a franchisee to comply substantially with the requirements imposed upon him or her by the franchisor, or sought to be imposed by the franchisor, which requirements are not discriminatory as compared with the requirements imposed on other similarly situated franchisees, either by their terms or in the manner of their enforcement; (B) The failure by the franchisee to act in good faith and in a commercially reasonable manner in carrying out the terms of the franchise; (C) Voluntary abandonment of the franchise; (D) Conviction of the franchisee in a court of competent jurisdiction of an offense, punishable by a term of imprisonment in excess of one (1) year, substantially related to the business conducted pursuant to the franchise; (E) Any act by a franchisee which substantially impairs the franchisor's trademark or trade name; (F) The institution of insolvency or bankruptcy proceedings by or against a franchisee, or any assignment or attempted assignment by a franchisee of the franchise or the assets of the franchise for the benefit of the creditors; (G) Loss of the franchisor's or franchisee's right to occupy the premises from which the franchise business is operated; or (H) Failure of the franchisee to pay to the franchisor within ten (10) days after receipt of notice of any sums past due the franchisor and relating to the franchise;

(A) Failure by a franchisee to comply substantially with the requirements imposed upon him or her by the franchisor, or sought to be imposed by the franchisor, which requirements are not discriminatory as compared with the requirements imposed on other similarly situated franchisees, either by their terms or in the manner of their enforcement;

(B) The failure by the franchisee to act in good faith and in a commercially reasonable manner in carrying out the terms of the franchise;

(C) Voluntary abandonment of the franchise;

(D) Conviction of the franchisee in a court of competent jurisdiction of an offense, punishable by a term of imprisonment in excess of one (1) year, substantially related to the business conducted pursuant to the franchise;

(E) Any act by a franchisee which substantially impairs the franchisor's trademark or trade name;

(F) The institution of insolvency or bankruptcy proceedings by or against a franchisee, or any assignment or attempted assignment by a franchisee of the franchise or the assets of the franchise for the benefit of the creditors;

(G) Loss of the franchisor's or franchisee's right to occupy the premises from which the franchise business is operated; or

(H) Failure of the franchisee to pay to the franchisor within ten (10) days after receipt of notice of any sums past due the franchisor and relating to the franchise;

(6) "Good faith" means honesty in fact in the conduct or transaction concerned;

(7) "Person" means a natural person, corporation, partnership, trust, or other entity, and, in case of an entity, "person" shall include any other entity which has a majority interest in such entity or effectively controls such other entity as well as the individual officers, directors, and other persons in active control of the activities of each entity;

(8) "Place of business" means a fixed geographical location at which the franchisee displays for sale and sells the franchisor's goods or offers for sale and sells the franchisor's services; and

(9) "Sale, transfer, or assignment" means any disposition of a franchise or any interest therein, with or without consideration, to include, but not be limited to, a bequest, inheritance, gift, exchange, lease, or license.

Amended by Act 2023, No. 847,§ 2, eff. 8/1/2023, app. only to franchise agreements or contracts entered into or renewed on and after the effective date of this act..

Acts 1977, No. 355, § 2; 1979, No. 424, § 1; A.S.A. 1947, § 70-808; Acts 1991, No. 411, § 5; 1991, No. 760, § 1; 1997, No. 1128, § 1.
Ark. Code Ann. § 4-38-120 — AR Code / Title 4 / Chapter 38 / Subchapter 1 / Section 4-38-120
Delivery of record
Status: in_force

(a) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (b) Delivery to the Secretary of State is effective only when a record is received by the Secretary of State. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

(b) Delivery to the Secretary of State is effective only when a record is received by the Secretary of State.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-88-1104 — AR Code / Title 4 / Chapter 88 / Subchapter 11 / Section 4-88-1104
Enforcement
Status: in_force

Any violation of this subchapter may be enforced under the powers of the office of the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., including without limitation all enforcement powers. Added by Act 2023, No. 278,§ 2, eff. 3/13/2023.

Any violation of this subchapter may be enforced under the powers of the office of the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., including without limitation all enforcement powers.

Added by Act 2023, No. 278,§ 2, eff. 3/13/2023.
Ark. Code Ann. § 4-27-1702 — AR Code / Title 4 / Chapter 27 / Subchapter 17 / Section 4-27-1702
Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this state at midnight, December 31, 1987, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. Acts 1987, No. 958, § 64-1702.

A foreign corporation authorized to transact business in this state at midnight, December 31, 1987, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

Acts 1987, No. 958, § 64-1702.
Ark. Code Ann. § 4-38-114 — AR Code / Title 4 / Chapter 38 / Subchapter 1 / Section 4-38-114
Registration of name
Status: in_force

(a) A foreign limited liability company not registered to do business in this state under § 4-38-901 et seq. may register its name, or an alternate name adopted pursuant to § 4-38-906 , if the name is distinguishable on the records of the Secretary of State from the names that are not available under § 4-38-112 . (b) To register its name or an alternate name adopted pursuant to § 4-38-906 , a foreign limited liability company must deliver to the Secretary of State for filing an application stating the company's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 4-38-906 . If the Secretary of State finds that the name applied for is available, the Secretary of State shall register the name for the applicant's exclusive use. (c) The registration of a name under this section is effective for one year after the date of registration. (d) A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the Secretary of State for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period. (e) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A foreign limited liability company not registered to do business in this state under § 4-38-901 et seq. may register its name, or an alternate name adopted pursuant to § 4-38-906 , if the name is distinguishable on the records of the Secretary of State from the names that are not available under § 4-38-112 .

(b) To register its name or an alternate name adopted pursuant to § 4-38-906 , a foreign limited liability company must deliver to the Secretary of State for filing an application stating the company's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 4-38-906 . If the Secretary of State finds that the name applied for is available, the Secretary of State shall register the name for the applicant's exclusive use.

(c) The registration of a name under this section is effective for one year after the date of registration.

(d) A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the Secretary of State for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.

(e) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-29-402 — AR Code / Title 4 / Chapter 29 / Subchapter 4 / Section 4-29-402
Application of Arkansas Business Corporation Act
Status: in_force

(a) The Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., shall be applicable to such corporations, including their organization, except that the required number of incorporators of a dental corporation shall be one (1) or more, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except so far as the same may be limited or enlarged by this subchapter. (b) If any provision of this subchapter conflicts with the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., this subchapter shall take precedence. Acts 1961, No. 471, § 3; 1970 (Ex. Sess.), No. 13, § 6; A.S.A. 1947, § 64-1803; Acts 2001, No. 728, § 1.

(a) The Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., shall be applicable to such corporations, including their organization, except that the required number of incorporators of a dental corporation shall be one (1) or more, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except so far as the same may be limited or enlarged by this subchapter.

(b) If any provision of this subchapter conflicts with the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., this subchapter shall take precedence.

Acts 1961, No. 471, § 3; 1970 (Ex. Sess.), No. 13, § 6; A.S.A. 1947, § 64-1803; Acts 2001, No. 728, § 1.
Ark. Code Ann. § 4-90-206 — AR Code / Title 4 / Chapter 90 / Subchapter 2 / Section 4-90-206
Disclosure requirements on transfer of a motor vehicle
Status: in_force

(a) (1) A person transferring his or her ownership of a motor vehicle shall give the transferee a written disclosure: (A) Of the cumulative mileage registered by the odometer; or (B) That the mileage is not actual, if the transferor knows that the mileage registered by the odometer is incorrect. (2) A person making a written disclosure required by a rule prescribed under subdivision (a)(1) of this section may not make a false statement in the disclosure. (3) A person acquiring a motor vehicle for resale may accept a disclosure under this section only if it is complete. (4) The Secretary of the Department of Finance and Administration shall adopt, pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., rules not inconsistent with this subchapter or Title 49, Chapter 327 of the United States Code, or any rules promulgated thereunder prescribing the manner in which the written disclosure shall be made. (b) (1) A motor vehicle, the ownership of which is transferred, may not be licensed for use in this state unless the transferee, in submitting an application for the title on which the license will be issued, includes with the application the transferor's title and, if that title contains the appropriate space, the transferor's disclosure of the mileage at the time of transfer, and the signature and the date of the disclosure. (2) (A) If the title to a motor vehicle issued to a transferor is in the possession of a lienholder when the transferor transfers ownership of the vehicle, the transferor may use a written power of attorney in making the mileage disclosure required under subsection (a) of this section. (B) The secretary shall adopt, pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., rules not inconsistent with this subchapter or Title 49, Chapter 327 of the United States Code, or any rules promulgated thereunder prescribing the form of the power of attorney. (C) The provisions of § 4-90-203 and § 4-90-207(a) apply to a person granting or granted a power of attorney under this subdivision (b)(2). (c) (1) For a leased motor vehicle, the lessee shall provide the written disclosure required by subsection (a) of this section to the lessor when the lessor transfers ownership of that vehicle. (2) The lessor shall provide written notice to the lessee of: (A) The mileage disclosure requirements of subsection (a) of this section; and (B) The penalties for failure to comply with those requirements. (3) The lessor shall retain the disclosures made by a lessee under subdivision (c)(1) of this section for at least four (4) years following the date the lessor transfers the leased motor vehicle. (4) If the lessor transfers ownership of a leased motor vehicle without obtaining possession of the vehicle, the lessor, in making the disclosure required by subsection (a) of this section, may indicate on the title the mileage disclosed by the lessee under subdivision (c)(1) of this section, unless the lessor has reason to believe that the disclosure by the lessee does not reflect the actual mileage of the vehicle. (d) If a motor vehicle is sold at an auction, the auction company conducting the auction shall maintain the following records for at least four (4) years after the date of the sale: (1) The name and address of the most recent owner of the motor vehicle, except the auction company; (2) The name and address of the buyer of the motor vehicle; (3) The vehicle identification number of the motor vehicle; and (4) The odometer reading on the date the auction company took possession of the motor vehicle. Amended by Act 2019, No. 315,§ 135, eff. 7/24/2019. Amended by Act 2019, No. 910,§ 3357, eff. 7/1/2019. Amended by Act 2019, No. 910,§ 3356, eff. 7/1/2019. Acts 1995, No. 795, § 5; 1997, No. 809, § 5.

(a) (1) A person transferring his or her ownership of a motor vehicle shall give the transferee a written disclosure: (A) Of the cumulative mileage registered by the odometer; or (B) That the mileage is not actual, if the transferor knows that the mileage registered by the odometer is incorrect. (2) A person making a written disclosure required by a rule prescribed under subdivision (a)(1) of this section may not make a false statement in the disclosure. (3) A person acquiring a motor vehicle for resale may accept a disclosure under this section only if it is complete. (4) The Secretary of the Department of Finance and Administration shall adopt, pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., rules not inconsistent with this subchapter or Title 49, Chapter 327 of the United States Code, or any rules promulgated thereunder prescribing the manner in which the written disclosure shall be made.

(1) A person transferring his or her ownership of a motor vehicle shall give the transferee a written disclosure: (A) Of the cumulative mileage registered by the odometer; or (B) That the mileage is not actual, if the transferor knows that the mileage registered by the odometer is incorrect.

(A) Of the cumulative mileage registered by the odometer; or

(B) That the mileage is not actual, if the transferor knows that the mileage registered by the odometer is incorrect.

(2) A person making a written disclosure required by a rule prescribed under subdivision (a)(1) of this section may not make a false statement in the disclosure.

(3) A person acquiring a motor vehicle for resale may accept a disclosure under this section only if it is complete.

(4) The Secretary of the Department of Finance and Administration shall adopt, pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., rules not inconsistent with this subchapter or Title 49, Chapter 327 of the United States Code, or any rules promulgated thereunder prescribing the manner in which the written disclosure shall be made.

(b) (1) A motor vehicle, the ownership of which is transferred, may not be licensed for use in this state unless the transferee, in submitting an application for the title on which the license will be issued, includes with the application the transferor's title and, if that title contains the appropriate space, the transferor's disclosure of the mileage at the time of transfer, and the signature and the date of the disclosure. (2) (A) If the title to a motor vehicle issued to a transferor is in the possession of a lienholder when the transferor transfers ownership of the vehicle, the transferor may use a written power of attorney in making the mileage disclosure required under subsection (a) of this section. (B) The secretary shall adopt, pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., rules not inconsistent with this subchapter or Title 49, Chapter 327 of the United States Code, or any rules promulgated thereunder prescribing the form of the power of attorney. (C) The provisions of § 4-90-203 and § 4-90-207(a) apply to a person granting or granted a power of attorney under this subdivision (b)(2).

(1) A motor vehicle, the ownership of which is transferred, may not be licensed for use in this state unless the transferee, in submitting an application for the title on which the license will be issued, includes with the application the transferor's title and, if that title contains the appropriate space, the transferor's disclosure of the mileage at the time of transfer, and the signature and the date of the disclosure.

(2) (A) If the title to a motor vehicle issued to a transferor is in the possession of a lienholder when the transferor transfers ownership of the vehicle, the transferor may use a written power of attorney in making the mileage disclosure required under subsection (a) of this section. (B) The secretary shall adopt, pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., rules not inconsistent with this subchapter or Title 49, Chapter 327 of the United States Code, or any rules promulgated thereunder prescribing the form of the power of attorney. (C) The provisions of § 4-90-203 and § 4-90-207(a) apply to a person granting or granted a power of attorney under this subdivision (b)(2).

(A) If the title to a motor vehicle issued to a transferor is in the possession of a lienholder when the transferor transfers ownership of the vehicle, the transferor may use a written power of attorney in making the mileage disclosure required under subsection (a) of this section.

(B) The secretary shall adopt, pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., rules not inconsistent with this subchapter or Title 49, Chapter 327 of the United States Code, or any rules promulgated thereunder prescribing the form of the power of attorney.

(C) The provisions of § 4-90-203 and § 4-90-207(a) apply to a person granting or granted a power of attorney under this subdivision (b)(2).

(c) (1) For a leased motor vehicle, the lessee shall provide the written disclosure required by subsection (a) of this section to the lessor when the lessor transfers ownership of that vehicle. (2) The lessor shall provide written notice to the lessee of: (A) The mileage disclosure requirements of subsection (a) of this section; and (B) The penalties for failure to comply with those requirements. (3) The lessor shall retain the disclosures made by a lessee under subdivision (c)(1) of this section for at least four (4) years following the date the lessor transfers the leased motor vehicle. (4) If the lessor transfers ownership of a leased motor vehicle without obtaining possession of the vehicle, the lessor, in making the disclosure required by subsection (a) of this section, may indicate on the title the mileage disclosed by the lessee under subdivision (c)(1) of this section, unless the lessor has reason to believe that the disclosure by the lessee does not reflect the actual mileage of the vehicle.

(1) For a leased motor vehicle, the lessee shall provide the written disclosure required by subsection (a) of this section to the lessor when the lessor transfers ownership of that vehicle.

(2) The lessor shall provide written notice to the lessee of: (A) The mileage disclosure requirements of subsection (a) of this section; and (B) The penalties for failure to comply with those requirements.

(A) The mileage disclosure requirements of subsection (a) of this section; and

(B) The penalties for failure to comply with those requirements.

(3) The lessor shall retain the disclosures made by a lessee under subdivision (c)(1) of this section for at least four (4) years following the date the lessor transfers the leased motor vehicle.

(4) If the lessor transfers ownership of a leased motor vehicle without obtaining possession of the vehicle, the lessor, in making the disclosure required by subsection (a) of this section, may indicate on the title the mileage disclosed by the lessee under subdivision (c)(1) of this section, unless the lessor has reason to believe that the disclosure by the lessee does not reflect the actual mileage of the vehicle.

(d) If a motor vehicle is sold at an auction, the auction company conducting the auction shall maintain the following records for at least four (4) years after the date of the sale: (1) The name and address of the most recent owner of the motor vehicle, except the auction company; (2) The name and address of the buyer of the motor vehicle; (3) The vehicle identification number of the motor vehicle; and (4) The odometer reading on the date the auction company took possession of the motor vehicle.

(1) The name and address of the most recent owner of the motor vehicle, except the auction company;

(2) The name and address of the buyer of the motor vehicle;

(3) The vehicle identification number of the motor vehicle; and

(4) The odometer reading on the date the auction company took possession of the motor vehicle.

Amended by Act 2019, No. 315,§ 135, eff. 7/24/2019.

Amended by Act 2019, No. 910,§ 3357, eff. 7/1/2019.

Amended by Act 2019, No. 910,§ 3356, eff. 7/1/2019.

Acts 1995, No. 795, § 5; 1997, No. 809, § 5.
Ark. Code Ann. § 4-88-803 — AR Code / Title 4 / Chapter 88 / Subchapter 8 / Section 4-88-803
Required practices
Status: in_force

(a) A PBM, when seeking payment or reimbursement for pharmacist services provided in connection with a pharmacy benefits plan or program or reporting expenditures for pharmacist services provided in connection with a pharmacy benefits plan or program, shall itemize by individual claim: (1) The amount actually paid or to be paid to the pharmacy or pharmacist for the pharmacist services; (2) The identity of the pharmacy or pharmacist actually paid or to be paid; and (3) The prescription number or other identifier of the pharmacist services. (b) A PBM shall pay the amounts it receives for pharmacist services provided in connection with a pharmacy benefits plan or program to the pharmacies or pharmacists that provided the pharmacist services. (c) This section does not: (1) Require a PBM to set specific fees, rates, or schedules for payment for pharmacist services; (2) Prohibit a PBM from charging for any services in addition to pharmacist services; or (3) Require a PBM to pay a pharmacy or pharmacist more on any claim than the amount disclosed under subdivision (a)(1) of this section. (d) (1) Unless otherwise required more frequently by the Insurance Commissioner, a pharmacy benefits manager shall file an annual report with the commissioner providing the information required under subsection (a) of this section pursuant to the timing, format, and requirements issued by rule of the State Insurance Department. (2) The annual report is: (A) Considered proprietary and confidential under § 23-61-107(a)(4) and § 23-61-207 ; and (B) Not subject to the Freedom of Information Act of 1967, § 25-19-101 et seq. (3) This section is not subject to § 4-88-113(f)(1)(B) . Amended by Act 2018EX2, No. 3,§ 2, eff. 3/19/2018. Amended by Act 2018EX2, No. 1,§ 2, eff. 3/15/2018. Acts 2009, No. 769, § 1.

(a) A PBM, when seeking payment or reimbursement for pharmacist services provided in connection with a pharmacy benefits plan or program or reporting expenditures for pharmacist services provided in connection with a pharmacy benefits plan or program, shall itemize by individual claim: (1) The amount actually paid or to be paid to the pharmacy or pharmacist for the pharmacist services; (2) The identity of the pharmacy or pharmacist actually paid or to be paid; and (3) The prescription number or other identifier of the pharmacist services.

(1) The amount actually paid or to be paid to the pharmacy or pharmacist for the pharmacist services;

(2) The identity of the pharmacy or pharmacist actually paid or to be paid; and

(3) The prescription number or other identifier of the pharmacist services.

(b) A PBM shall pay the amounts it receives for pharmacist services provided in connection with a pharmacy benefits plan or program to the pharmacies or pharmacists that provided the pharmacist services.

(c) This section does not: (1) Require a PBM to set specific fees, rates, or schedules for payment for pharmacist services; (2) Prohibit a PBM from charging for any services in addition to pharmacist services; or (3) Require a PBM to pay a pharmacy or pharmacist more on any claim than the amount disclosed under subdivision (a)(1) of this section.

(1) Require a PBM to set specific fees, rates, or schedules for payment for pharmacist services;

(2) Prohibit a PBM from charging for any services in addition to pharmacist services; or

(3) Require a PBM to pay a pharmacy or pharmacist more on any claim than the amount disclosed under subdivision (a)(1) of this section.

(d) (1) Unless otherwise required more frequently by the Insurance Commissioner, a pharmacy benefits manager shall file an annual report with the commissioner providing the information required under subsection (a) of this section pursuant to the timing, format, and requirements issued by rule of the State Insurance Department. (2) The annual report is: (A) Considered proprietary and confidential under § 23-61-107(a)(4) and § 23-61-207 ; and (B) Not subject to the Freedom of Information Act of 1967, § 25-19-101 et seq. (3) This section is not subject to § 4-88-113(f)(1)(B) .

(1) Unless otherwise required more frequently by the Insurance Commissioner, a pharmacy benefits manager shall file an annual report with the commissioner providing the information required under subsection (a) of this section pursuant to the timing, format, and requirements issued by rule of the State Insurance Department.

(2) The annual report is: (A) Considered proprietary and confidential under § 23-61-107(a)(4) and § 23-61-207 ; and (B) Not subject to the Freedom of Information Act of 1967, § 25-19-101 et seq.

(A) Considered proprietary and confidential under § 23-61-107(a)(4) and § 23-61-207 ; and

(B) Not subject to the Freedom of Information Act of 1967, § 25-19-101 et seq.

(3) This section is not subject to § 4-88-113(f)(1)(B) .

Amended by Act 2018EX2, No. 3,§ 2, eff. 3/19/2018.

Amended by Act 2018EX2, No. 1,§ 2, eff. 3/15/2018.

Acts 2009, No. 769, § 1.
Ark. Code Ann. § 4-26-809 — AR Code / Title 4 / Chapter 26 / Subchapter 8 / Section 4-26-809
Bylaws
Status: in_force

(a) (1) The initial bylaws of a corporation shall be adopted by its board of directors. (2) The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors except to the extent such power is reserved to the shareholders by the articles of incorporation. (3) The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. (b) The adoption, amendment, or repeal of a bylaw by the board of directors shall require the affirmative vote of a majority of the authorized membership of the board; and any such action taken by the shareholders under authority reserved in the articles shall require the affirmative vote of the holders of a majority of the shares having voting rights as defined in § 4-26-711(b) and also the affirmative vote of the holders of a majority of the shares of any other class which may be substantially adversely affected by such action. Acts 1965, No. 576, § 29; A.S.A. 1947, § 64-513.

(a) (1) The initial bylaws of a corporation shall be adopted by its board of directors. (2) The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors except to the extent such power is reserved to the shareholders by the articles of incorporation. (3) The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

(1) The initial bylaws of a corporation shall be adopted by its board of directors.

(2) The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors except to the extent such power is reserved to the shareholders by the articles of incorporation.

(3) The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

(b) The adoption, amendment, or repeal of a bylaw by the board of directors shall require the affirmative vote of a majority of the authorized membership of the board; and any such action taken by the shareholders under authority reserved in the articles shall require the affirmative vote of the holders of a majority of the shares having voting rights as defined in § 4-26-711(b) and also the affirmative vote of the holders of a majority of the shares of any other class which may be substantially adversely affected by such action.

Acts 1965, No. 576, § 29; A.S.A. 1947, § 64-513.
Ark. Code Ann. § 4-75-806 — AR Code / Title 4 / Chapter 75 / Subchapter 8 / Section 4-75-806
Rebates, refunds, etc., considered as costs
Status: in_force

The payment or allowance of rebates, refunds, commissions, or discounts, whether in the form of money or otherwise, or the extending to certain purchasers of special services or privileges not extended to all purchasers purchasing upon like terms and conditions, or the offering of a combined price for fresh milk or any fresh milk product with another commodity or service which is less than the aggregate of the prices for which the milk or milk products and other commodity or service is offered for sale, shall be considered costs of doing business in each separate sale or transaction, and each separate sale or transaction must stand the test of cost plus four percent (4%) as provided in § 4-75-805 . Acts 1955, No. 380, § 4; A.S.A. 1947, § 70-704.

The payment or allowance of rebates, refunds, commissions, or discounts, whether in the form of money or otherwise, or the extending to certain purchasers of special services or privileges not extended to all purchasers purchasing upon like terms and conditions, or the offering of a combined price for fresh milk or any fresh milk product with another commodity or service which is less than the aggregate of the prices for which the milk or milk products and other commodity or service is offered for sale, shall be considered costs of doing business in each separate sale or transaction, and each separate sale or transaction must stand the test of cost plus four percent (4%) as provided in § 4-75-805 .

Acts 1955, No. 380, § 4; A.S.A. 1947, § 70-704.
Ark. Code Ann. § 4-37-301 — AR Code / Title 4 / Chapter 37 / Subchapter 3 / Section 4-37-301
Associated asset
Status: in_force

(a) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company. (b) An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to: (1) identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company; (2) determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and (3) if the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee. (c) An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to: (1) identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company; (2) determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and (3) if the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee. (d) The records and recordkeeping required by subsections (b) and (c) may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner. (e) To the extent permitted by this section and law of this state other than this chapter, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that: (1) a protected series may not hold an associated asset in the name of the company or another protected series of the company; and (2) the company may not hold an associated asset in the name of a protected series of the company. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

(a) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company.

(b) An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to: (1) identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company; (2) determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and (3) if the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.

(1) identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company;

(2) determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and

(3) if the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.

(c) An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to: (1) identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company; (2) determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and (3) if the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee.

(1) identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company;

(2) determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and

(3) if the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee.

(d) The records and recordkeeping required by subsections (b) and (c) may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.

(e) To the extent permitted by this section and law of this state other than this chapter, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that: (1) a protected series may not hold an associated asset in the name of the company or another protected series of the company; and (2) the company may not hold an associated asset in the name of a protected series of the company.

(1) a protected series may not hold an associated asset in the name of the company or another protected series of the company; and

(2) the company may not hold an associated asset in the name of a protected series of the company.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-38-113 — AR Code / Title 4 / Chapter 38 / Subchapter 1 / Section 4-38-113
Reservation of name
Status: in_force

(a) A person may reserve the exclusive use of a name that complies with § 4-38-112 by delivering an application to the Secretary of State for filing. The application must state the name and address of the applicant and the name to be reserved. If the Secretary of State finds that the name is available, the Secretary of State shall reserve the name for the applicant's exclusive use for 120 days. (b) The owner of a reserved name may transfer the reservation to another person by delivering to the Secretary of State a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A person may reserve the exclusive use of a name that complies with § 4-38-112 by delivering an application to the Secretary of State for filing. The application must state the name and address of the applicant and the name to be reserved. If the Secretary of State finds that the name is available, the Secretary of State shall reserve the name for the applicant's exclusive use for 120 days.

(b) The owner of a reserved name may transfer the reservation to another person by delivering to the Secretary of State a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-95-106 — AR Code / Title 4 / Chapter 95 / Section 4-95-106
Purchase agreements generally
Status: in_force

(a) Any agreement by a consumer to obtain a consumer product from a product promoter is not enforceable unless it is in writing, it contains the signature of the consumer, and it contains the following information: (1) The name and address and telephone number of the product promoter; (2) A list of the price or fee, including any handling, shipping, delivery, or other charges, being requested from the consumer; (3) The date of the transaction; (4) A detailed description of the consumer product; and (5) In a type size of a minimum of 12-points, in a space immediately preceding the space allotted for the consumer's signature, the disclosure statement: "YOU ARE NOT OBLIGATED TO PAY ANY MONEY UNLESS YOU SIGN THIS CONTRACT AND RETURN IT TO THE SELLER." (b) (1) If the consumer sends a payment to the product promoter in the form of cash, check, money order, or other form of payment without having included a signed copy of the agreement to obtain the consumer product, the consumer may cancel the transaction by notifying the product promoter in writing by certified mail with return receipt requested and returning the consumer product to the product promoter in substantially the same condition as he or she received the product. (2) A product promoter who has received written notice of cancellation from a consumer, within ten (10) business days of the receipt of the notice, shall: (A) Refund all payments made, including any down payment made under the agreement; (B) Return any good or product traded in to the product promoter on account of or in contemplation of the agreement, in substantially the same condition as when it was received by the product promoter; and (C) Take any action necessary or appropriate to terminate promptly any security interest created in connection with the agreement. (c) A consumer product transaction is considered to have taken place in the State of Arkansas, regardless of the location of the product promoter, when the consumer has received an offer of a gift or prize or an initiation of a product transaction from the product promoter through the mail at an address within the state or through a telephone contact at a site within the state. Acts 1991, No. 680, § 4.

(a) Any agreement by a consumer to obtain a consumer product from a product promoter is not enforceable unless it is in writing, it contains the signature of the consumer, and it contains the following information: (1) The name and address and telephone number of the product promoter; (2) A list of the price or fee, including any handling, shipping, delivery, or other charges, being requested from the consumer; (3) The date of the transaction; (4) A detailed description of the consumer product; and (5) In a type size of a minimum of 12-points, in a space immediately preceding the space allotted for the consumer's signature, the disclosure statement: "YOU ARE NOT OBLIGATED TO PAY ANY MONEY UNLESS YOU SIGN THIS CONTRACT AND RETURN IT TO THE SELLER."

(1) The name and address and telephone number of the product promoter;

(2) A list of the price or fee, including any handling, shipping, delivery, or other charges, being requested from the consumer;

(3) The date of the transaction;

(4) A detailed description of the consumer product; and

(5) In a type size of a minimum of 12-points, in a space immediately preceding the space allotted for the consumer's signature, the disclosure statement: "YOU ARE NOT OBLIGATED TO PAY ANY MONEY UNLESS YOU SIGN THIS CONTRACT AND RETURN IT TO THE SELLER."

(b) (1) If the consumer sends a payment to the product promoter in the form of cash, check, money order, or other form of payment without having included a signed copy of the agreement to obtain the consumer product, the consumer may cancel the transaction by notifying the product promoter in writing by certified mail with return receipt requested and returning the consumer product to the product promoter in substantially the same condition as he or she received the product. (2) A product promoter who has received written notice of cancellation from a consumer, within ten (10) business days of the receipt of the notice, shall: (A) Refund all payments made, including any down payment made under the agreement; (B) Return any good or product traded in to the product promoter on account of or in contemplation of the agreement, in substantially the same condition as when it was received by the product promoter; and (C) Take any action necessary or appropriate to terminate promptly any security interest created in connection with the agreement.

(1) If the consumer sends a payment to the product promoter in the form of cash, check, money order, or other form of payment without having included a signed copy of the agreement to obtain the consumer product, the consumer may cancel the transaction by notifying the product promoter in writing by certified mail with return receipt requested and returning the consumer product to the product promoter in substantially the same condition as he or she received the product.

(2) A product promoter who has received written notice of cancellation from a consumer, within ten (10) business days of the receipt of the notice, shall: (A) Refund all payments made, including any down payment made under the agreement; (B) Return any good or product traded in to the product promoter on account of or in contemplation of the agreement, in substantially the same condition as when it was received by the product promoter; and (C) Take any action necessary or appropriate to terminate promptly any security interest created in connection with the agreement.

(A) Refund all payments made, including any down payment made under the agreement;

(B) Return any good or product traded in to the product promoter on account of or in contemplation of the agreement, in substantially the same condition as when it was received by the product promoter; and

(C) Take any action necessary or appropriate to terminate promptly any security interest created in connection with the agreement.

(c) A consumer product transaction is considered to have taken place in the State of Arkansas, regardless of the location of the product promoter, when the consumer has received an offer of a gift or prize or an initiation of a product transaction from the product promoter through the mail at an address within the state or through a telephone contact at a site within the state.

Acts 1991, No. 680, § 4.
Ark. Code Ann. § 4-107-302 — AR Code / Title 4 / Chapter 107 / Subchapter 3 / Section 4-107-302
Definitions
Status: in_force

As used in this subchapter: (1) "Authorized user" means a person granted express, implied, or apparent authority to use a cardholder's credit card or credit card number; (2) "Cardholder" means the named credit card account member and co-applicant who applies for or accepts the terms and conditions of a credit card account; (3) "Charges" means purchases, cash advances, annual membership fees, delinquent payment fees, insufficient fund fees, over-the-limit credit fees, or other amounts incurred through the use of the credit card; (4) "Credit card" means an instrument or device, whether known as a credit card, charge card, credit plate, courtesy card, identification card, or by any other name, that: (A) Is issued by a credit card issuer with or without a fee; (B) Has an assigned account number; and (C) Is for the use of the cardholder to obtain money, goods, services, or anything of monetary value, on credit, in possession, or in consideration of an undertaking or guaranty by the credit card issuer of the payment of a check drawn by the cardholder on a promise to pay, in part or in full, at a future time whether or not any part of the indebtedness that is represented by the promise to make a deferred payment is secured or unsecured; (5) "Credit card account" means a line of credit offered by a credit card issuer to a cardholder for the use of a credit card; (6) "Credit card agreement" means the terms and conditions governing the use of the credit card account; (7) "Credit card issuer" means a person who issues a credit card or the agent of a person with respect to a credit card; (8) "Creditor" means a person, business, financial institution, or commercial enterprise that owns the credit card account; (9) "Data" means the information maintained on the cardholder's account by the original creditor, credit card issuer, or succeeding creditor in the regular course of business and transferred as part of an assignment or sales agreement to the present creditor or owner of the account electronically or otherwise from which information the present creditor or owner has compiled; (10) "Financial institution" means: (A) A banking institution that may issue credit cards under any state or federal law; (B) A banking subsidiary owned by a bank holding company as defined in 12 U.S.C. § 1841 or by a savings and loan holding company as defined in 12 U.S.C. § 1467a(a)(1)(D) ; or (C) Any federally regulated banking institution; (11) "Interest" means a payment to compensate a creditor or prospective creditor for making an extension of credit, making available a line of credit, or for a borrower's default or breach of a condition on which credit was extended; and (12) "Terms and conditions" means the general and special arrangements, provisions, requirements, rules, specifications, and standards that form an integral part of a credit card agreement between the credit card issuer and the cardholder. Amended by Act 2013, No. 1495,§ 1, eff. 8/16/2013. Acts 2003, No. 274, § 1.

As used in this subchapter:

(1) "Authorized user" means a person granted express, implied, or apparent authority to use a cardholder's credit card or credit card number;

(2) "Cardholder" means the named credit card account member and co-applicant who applies for or accepts the terms and conditions of a credit card account;

(3) "Charges" means purchases, cash advances, annual membership fees, delinquent payment fees, insufficient fund fees, over-the-limit credit fees, or other amounts incurred through the use of the credit card;

(4) "Credit card" means an instrument or device, whether known as a credit card, charge card, credit plate, courtesy card, identification card, or by any other name, that: (A) Is issued by a credit card issuer with or without a fee; (B) Has an assigned account number; and (C) Is for the use of the cardholder to obtain money, goods, services, or anything of monetary value, on credit, in possession, or in consideration of an undertaking or guaranty by the credit card issuer of the payment of a check drawn by the cardholder on a promise to pay, in part or in full, at a future time whether or not any part of the indebtedness that is represented by the promise to make a deferred payment is secured or unsecured;

(A) Is issued by a credit card issuer with or without a fee;

(B) Has an assigned account number; and

(C) Is for the use of the cardholder to obtain money, goods, services, or anything of monetary value, on credit, in possession, or in consideration of an undertaking or guaranty by the credit card issuer of the payment of a check drawn by the cardholder on a promise to pay, in part or in full, at a future time whether or not any part of the indebtedness that is represented by the promise to make a deferred payment is secured or unsecured;

(5) "Credit card account" means a line of credit offered by a credit card issuer to a cardholder for the use of a credit card;

(6) "Credit card agreement" means the terms and conditions governing the use of the credit card account;

(7) "Credit card issuer" means a person who issues a credit card or the agent of a person with respect to a credit card;

(8) "Creditor" means a person, business, financial institution, or commercial enterprise that owns the credit card account;

(9) "Data" means the information maintained on the cardholder's account by the original creditor, credit card issuer, or succeeding creditor in the regular course of business and transferred as part of an assignment or sales agreement to the present creditor or owner of the account electronically or otherwise from which information the present creditor or owner has compiled;

(10) "Financial institution" means: (A) A banking institution that may issue credit cards under any state or federal law; (B) A banking subsidiary owned by a bank holding company as defined in 12 U.S.C. § 1841 or by a savings and loan holding company as defined in 12 U.S.C. § 1467a(a)(1)(D) ; or (C) Any federally regulated banking institution;

(A) A banking institution that may issue credit cards under any state or federal law;

(B) A banking subsidiary owned by a bank holding company as defined in 12 U.S.C. § 1841 or by a savings and loan holding company as defined in 12 U.S.C. § 1467a(a)(1)(D) ; or

(C) Any federally regulated banking institution;

(11) "Interest" means a payment to compensate a creditor or prospective creditor for making an extension of credit, making available a line of credit, or for a borrower's default or breach of a condition on which credit was extended; and

(12) "Terms and conditions" means the general and special arrangements, provisions, requirements, rules, specifications, and standards that form an integral part of a credit card agreement between the credit card issuer and the cardholder.

Amended by Act 2013, No. 1495,§ 1, eff. 8/16/2013.

Acts 2003, No. 274, § 1.
Ark. Code Ann. § 4-88-503 — AR Code / Title 4 / Chapter 88 / Subchapter 5 / Section 4-88-503
Penalty
Status: in_force

(a) A violation of this subchapter shall constitute a violation of § 4-88-101 et seq. pertaining to deceptive trade practices. (b) All remedies, penalties, and authority granted to the Attorney General under § 4-88-101 et seq. shall be available to the Attorney General for the enforcement of this subchapter. Acts 1999, No. 1284, § 3.

(a) A violation of this subchapter shall constitute a violation of § 4-88-101 et seq. pertaining to deceptive trade practices.

(b) All remedies, penalties, and authority granted to the Attorney General under § 4-88-101 et seq. shall be available to the Attorney General for the enforcement of this subchapter.

Acts 1999, No. 1284, § 3.
Ark. Code Ann. § 4-46-806 — AR Code / Title 4 / Chapter 46 / Subchapter 8 / Section 4-46-806
Partner's liability to other partners after dissolution
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section and § 4-46-306 , after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 4-46-804 . (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under § 4-46-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. Acts 1999, No. 1518, § 806.

(a) Except as otherwise provided in subsection (b) of this section and § 4-46-306 , after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 4-46-804 .

(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under § 4-46-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

Acts 1999, No. 1518, § 806.
Ark. Code Ann. § 4-28-405 — AR Code / Title 4 / Chapter 28 / Subchapter 4 / Section 4-28-405
Charitable organization - Filing of contracts
Status: in_force

(a) Each contract between a charitable organization and a fund-raising counsel shall be in writing and shall be filed by the charitable organization with the Secretary of State before the performance by the fund-raising counsel of any material services under the contract. (b) The contract shall contain any information that will enable the Secretary of State to identify the services the fund-raising counsel is to provide and the manner of his or her compensation. Amended by Act 2017, No. 727,§ 4, eff. 1/1/2018. Acts 1999, No. 1198, § 5.

(a) Each contract between a charitable organization and a fund-raising counsel shall be in writing and shall be filed by the charitable organization with the Secretary of State before the performance by the fund-raising counsel of any material services under the contract.

(b) The contract shall contain any information that will enable the Secretary of State to identify the services the fund-raising counsel is to provide and the manner of his or her compensation.

Amended by Act 2017, No. 727,§ 4, eff. 1/1/2018.

Acts 1999, No. 1198, § 5.
Ark. Code Ann. § 4-71-202 — AR Code / Title 4 / Chapter 71 / Subchapter 2 / Section 4-71-202
Registrability
Status: in_force

A mark by which the goods or services of any applicant for registration may be distinguished from the goods or services of others shall not be registered if it: (1) Consists of or comprises immoral, deceptive, or scandalous matter; (2) Consists of or comprises matter which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs, or national symbols, or bring them into contempt or disrepute; (3) Consists of or comprises the flag or coat of arms or other insignia of the United States, any state or municipality, or any foreign nation, or any simulation; (4) Consists of or comprises the name, signature, or portrait identifying a particular living individual, except by the individual's written consent; (5) (A) Consists of a mark which: (i) When used on or in connection with the goods or services of the applicant, is merely descriptive or deceptively misdescriptive of them; (ii) When used on or in connection with the goods or services of the applicant is primarily geographically descriptive or deceptively misdescriptive of them; or (iii) Is primarily merely a surname. (B) (i) Provided, however, that nothing in this subdivision (5) shall prevent the registration of a mark used by the applicant which has become distinctive of the applicant's goods or services. (ii) The Secretary of State may accept as evidence that the mark has become distinctive, as used on or in connection with the applicant's goods or services, proof of continuous use as a mark by the applicant in this state for the five (5) years before the date on which the claim of distinctiveness is made; or (6) Consists of or comprises a mark which so resembles a mark registered in this state or a mark or trade name previously used by another and not abandoned as to be likely, when used on or in connection with the goods or services of the applicant, to cause confusion or mistake or to deceive. Acts 1997, No. 1109, § 2.

A mark by which the goods or services of any applicant for registration may be distinguished from the goods or services of others shall not be registered if it:

(1) Consists of or comprises immoral, deceptive, or scandalous matter;

(2) Consists of or comprises matter which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs, or national symbols, or bring them into contempt or disrepute;

(3) Consists of or comprises the flag or coat of arms or other insignia of the United States, any state or municipality, or any foreign nation, or any simulation;

(4) Consists of or comprises the name, signature, or portrait identifying a particular living individual, except by the individual's written consent;

(5) (A) Consists of a mark which: (i) When used on or in connection with the goods or services of the applicant, is merely descriptive or deceptively misdescriptive of them; (ii) When used on or in connection with the goods or services of the applicant is primarily geographically descriptive or deceptively misdescriptive of them; or (iii) Is primarily merely a surname. (B) (i) Provided, however, that nothing in this subdivision (5) shall prevent the registration of a mark used by the applicant which has become distinctive of the applicant's goods or services. (ii) The Secretary of State may accept as evidence that the mark has become distinctive, as used on or in connection with the applicant's goods or services, proof of continuous use as a mark by the applicant in this state for the five (5) years before the date on which the claim of distinctiveness is made; or

(A) Consists of a mark which: (i) When used on or in connection with the goods or services of the applicant, is merely descriptive or deceptively misdescriptive of them; (ii) When used on or in connection with the goods or services of the applicant is primarily geographically descriptive or deceptively misdescriptive of them; or (iii) Is primarily merely a surname.

(i) When used on or in connection with the goods or services of the applicant, is merely descriptive or deceptively misdescriptive of them;

(ii) When used on or in connection with the goods or services of the applicant is primarily geographically descriptive or deceptively misdescriptive of them; or

(iii) Is primarily merely a surname.

(B) (i) Provided, however, that nothing in this subdivision (5) shall prevent the registration of a mark used by the applicant which has become distinctive of the applicant's goods or services. (ii) The Secretary of State may accept as evidence that the mark has become distinctive, as used on or in connection with the applicant's goods or services, proof of continuous use as a mark by the applicant in this state for the five (5) years before the date on which the claim of distinctiveness is made; or

(i) Provided, however, that nothing in this subdivision (5) shall prevent the registration of a mark used by the applicant which has become distinctive of the applicant's goods or services.

(ii) The Secretary of State may accept as evidence that the mark has become distinctive, as used on or in connection with the applicant's goods or services, proof of continuous use as a mark by the applicant in this state for the five (5) years before the date on which the claim of distinctiveness is made; or

(6) Consists of or comprises a mark which so resembles a mark registered in this state or a mark or trade name previously used by another and not abandoned as to be likely, when used on or in connection with the goods or services of the applicant, to cause confusion or mistake or to deceive.

Acts 1997, No. 1109, § 2.
Ark. Code Ann. § 4-59-206 — AR Code / Title 4 / Chapter 59 / Subchapter 2 / Section 4-59-206
When transfer is made or obligation is incurred
Status: in_force

For the purposes of this subchapter: (1) a transfer is made: (i) with respect to an asset that is real property other than a fixture, but including the interest of a seller or purchaser under a contract for the sale of the asset, when the transfer is so far perfected that a good-faith purchaser of the asset from the debtor against which applicable law permits the transfer to be perfected cannot acquire an interest in the asset that is superior to the interest of the transferee; and (ii) with respect to an asset that is not real property or that is a fixture, when the transfer is so far perfected that a creditor on a simple contract cannot acquire a judicial lien otherwise than under this subchapter that is superior to the interest of the transferee; (2) if applicable law permits the transfer to be perfected as provided in subdivision (1) of this section and the transfer is not so perfected before the commencement of an action for relief under this subchapter, the transfer is deemed made immediately before the commencement of the action; (3) if applicable law does not permit the transfer to be perfected as provided in subdivision (1) of this section, the transfer is made when it becomes effective between the debtor and the transferee; (4) a transfer is not made until the debtor has acquired rights in the asset transferred; and (5) an obligation is incurred: (i) if oral, when it becomes effective between the parties; or (ii) if evidenced by a record, when the record signed by the obligor is delivered to or for the benefit of the obligee. No court order or judgment of a court shall be an obligation incurred under this subchapter. Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017. Acts 1987, No. 967, § 6; 1993, No. 1279, § 2.

For the purposes of this subchapter:

(1) a transfer is made: (i) with respect to an asset that is real property other than a fixture, but including the interest of a seller or purchaser under a contract for the sale of the asset, when the transfer is so far perfected that a good-faith purchaser of the asset from the debtor against which applicable law permits the transfer to be perfected cannot acquire an interest in the asset that is superior to the interest of the transferee; and (ii) with respect to an asset that is not real property or that is a fixture, when the transfer is so far perfected that a creditor on a simple contract cannot acquire a judicial lien otherwise than under this subchapter that is superior to the interest of the transferee;

(i) with respect to an asset that is real property other than a fixture, but including the interest of a seller or purchaser under a contract for the sale of the asset, when the transfer is so far perfected that a good-faith purchaser of the asset from the debtor against which applicable law permits the transfer to be perfected cannot acquire an interest in the asset that is superior to the interest of the transferee; and

(ii) with respect to an asset that is not real property or that is a fixture, when the transfer is so far perfected that a creditor on a simple contract cannot acquire a judicial lien otherwise than under this subchapter that is superior to the interest of the transferee;

(2) if applicable law permits the transfer to be perfected as provided in subdivision (1) of this section and the transfer is not so perfected before the commencement of an action for relief under this subchapter, the transfer is deemed made immediately before the commencement of the action;

(3) if applicable law does not permit the transfer to be perfected as provided in subdivision (1) of this section, the transfer is made when it becomes effective between the debtor and the transferee;

(4) a transfer is not made until the debtor has acquired rights in the asset transferred; and

(5) an obligation is incurred: (i) if oral, when it becomes effective between the parties; or (ii) if evidenced by a record, when the record signed by the obligor is delivered to or for the benefit of the obligee. No court order or judgment of a court shall be an obligation incurred under this subchapter.

(i) if oral, when it becomes effective between the parties; or

(ii) if evidenced by a record, when the record signed by the obligor is delivered to or for the benefit of the obligee. No court order or judgment of a court shall be an obligation incurred under this subchapter.

No court order or judgment of a court shall be an obligation incurred under this subchapter.

Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017.

Acts 1987, No. 967, § 6; 1993, No. 1279, § 2.
Ark. Code Ann. § 4-47-201 — AR Code / Title 4 / Chapter 47 / Subchapter 2 / Section 4-47-201
Formation of limited partnership - Certificate of limited partnership
Status: in_force

(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (1) the name of the limited partnership, which must comply with § 4-47-108 ; (2) the street and mailing address of the initial designated office and the information concerning the limited partnership's agent for service of process required by § 4-20-105(a) ; (3) the name and the street and mailing address of each general partner; (4) whether the limited partnership is a limited liability limited partnership; and (5) any additional information required by subchapter 11. (b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 4-47-110(b) in a manner inconsistent with that section. (c) If there has been substantial compliance with subsection (a), subject to § 4-47-206(c) a limited partnership is formed when the Secretary of State files the certificate of limited partnership. (d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger: (1) the partnership agreement prevails as to partners and transferees; and (2) the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. Acts 2007, No. 15, § 1; 2007, No. 638, § 58; 2009, No. 814, § 9.

(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (1) the name of the limited partnership, which must comply with § 4-47-108 ; (2) the street and mailing address of the initial designated office and the information concerning the limited partnership's agent for service of process required by § 4-20-105(a) ; (3) the name and the street and mailing address of each general partner; (4) whether the limited partnership is a limited liability limited partnership; and (5) any additional information required by subchapter 11.

(1) the name of the limited partnership, which must comply with § 4-47-108 ;

(2) the street and mailing address of the initial designated office and the information concerning the limited partnership's agent for service of process required by § 4-20-105(a) ;

(3) the name and the street and mailing address of each general partner;

(4) whether the limited partnership is a limited liability limited partnership; and

(5) any additional information required by subchapter 11.

(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 4-47-110(b) in a manner inconsistent with that section.

(c) If there has been substantial compliance with subsection (a), subject to § 4-47-206(c) a limited partnership is formed when the Secretary of State files the certificate of limited partnership.

(d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger: (1) the partnership agreement prevails as to partners and transferees; and (2) the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

(1) the partnership agreement prevails as to partners and transferees; and

(2) the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

Acts 2007, No. 15, § 1; 2007, No. 638, § 58; 2009, No. 814, § 9.
Ark. Code Ann. § 4-38-908 — AR Code / Title 4 / Chapter 38 / Subchapter 9 / Section 4-38-908
Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership
Status: in_force

(a) A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the Secretary of State for filing. The statement must state: (1) in the case of a company that has completed winding up: (A) its name and jurisdiction of formation; (B) that the company surrenders its registration to do business in this state; and (2) in the case of a company that has converted: (A) the name of the converting company and its jurisdiction of formation; (B) the type of entity to which the company has converted and its jurisdiction of formation; (C) that the converted entity surrenders the converting company's registration to do business in this state and revokes the authority of the converting company's registered agent to act as registered agent in this state on behalf of the company or the converted entity; and (D) a mailing address to which service of process may be made under subsection (b). (b) After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to § 4-38-119 . Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the Secretary of State for filing. The statement must state: (1) in the case of a company that has completed winding up: (A) its name and jurisdiction of formation; (B) that the company surrenders its registration to do business in this state; and (2) in the case of a company that has converted: (A) the name of the converting company and its jurisdiction of formation; (B) the type of entity to which the company has converted and its jurisdiction of formation; (C) that the converted entity surrenders the converting company's registration to do business in this state and revokes the authority of the converting company's registered agent to act as registered agent in this state on behalf of the company or the converted entity; and (D) a mailing address to which service of process may be made under subsection (b).

(1) in the case of a company that has completed winding up: (A) its name and jurisdiction of formation; (B) that the company surrenders its registration to do business in this state; and

(A) its name and jurisdiction of formation;

(B) that the company surrenders its registration to do business in this state; and

(2) in the case of a company that has converted: (A) the name of the converting company and its jurisdiction of formation; (B) the type of entity to which the company has converted and its jurisdiction of formation; (C) that the converted entity surrenders the converting company's registration to do business in this state and revokes the authority of the converting company's registered agent to act as registered agent in this state on behalf of the company or the converted entity; and (D) a mailing address to which service of process may be made under subsection (b).

(A) the name of the converting company and its jurisdiction of formation;

(B) the type of entity to which the company has converted and its jurisdiction of formation;

(C) that the converted entity surrenders the converting company's registration to do business in this state and revokes the authority of the converting company's registered agent to act as registered agent in this state on behalf of the company or the converted entity; and

(D) a mailing address to which service of process may be made under subsection (b).

(b) After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to § 4-38-119 .

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-26-701 — AR Code / Title 4 / Chapter 26 / Subchapter 7 / Section 4-26-701
Shareholders' meetings generally
Status: in_force

(a) (1) A meeting of shareholders may be held at a physical location or solely or partially by means of remote communication, either within or without this state, or as provided in the bylaws. (2) (A) A shareholders' meeting that is held solely by means of remote communication or through a combination of remote communication and an in-person meeting is permitted to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication. (B) The guidelines and procedures governing a remote shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting. (b) An annual meeting of the shareholders shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. (c) Special meetings of the shareholders may be called by the president, the board of directors, the holders of not less than one-tenth ( 1 / 10 ) of all the shares entitled to vote at the meeting, or by such other officers or persons as may be given that power in the articles of incorporation or the bylaws. Amended by Act 2021, No. 253,§ 1, eff. 3/4/2021. Acts 1965, No. 576, § 30; A.S.A. 1947, § 64-214.

(a) (1) A meeting of shareholders may be held at a physical location or solely or partially by means of remote communication, either within or without this state, or as provided in the bylaws. (2) (A) A shareholders' meeting that is held solely by means of remote communication or through a combination of remote communication and an in-person meeting is permitted to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication. (B) The guidelines and procedures governing a remote shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting.

(1) A meeting of shareholders may be held at a physical location or solely or partially by means of remote communication, either within or without this state, or as provided in the bylaws.

(2) (A) A shareholders' meeting that is held solely by means of remote communication or through a combination of remote communication and an in-person meeting is permitted to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication. (B) The guidelines and procedures governing a remote shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting.

(A) A shareholders' meeting that is held solely by means of remote communication or through a combination of remote communication and an in-person meeting is permitted to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication.

(i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote shareholders' meeting; and

(ii) Shareholders and proxy holders have the capability to participate through a method of remote communication.

(B) The guidelines and procedures governing a remote shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting.

(i) Have a reasonable opportunity to participate in the meeting;

(ii) Be deemed present at the meeting; and

(iii) Be permitted to vote on matters submitted at the meeting.

(b) An annual meeting of the shareholders shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

(c) Special meetings of the shareholders may be called by the president, the board of directors, the holders of not less than one-tenth ( 1 / 10 ) of all the shares entitled to vote at the meeting, or by such other officers or persons as may be given that power in the articles of incorporation or the bylaws.

Amended by Act 2021, No. 253,§ 1, eff. 3/4/2021.

Acts 1965, No. 576, § 30; A.S.A. 1947, § 64-214.