Ark. Code Ann. § 4-75-902 — AR Code / Title 4 / Chapter 75 / Subchapter 9 / Section 4-75-902
Definitions
Status: in_force

As used in this subchapter, unless the context otherwise requires: (1) "Bid" means a written or oral offer or proposal by an exhibitor to a distributor, in response to an invitation to bid or otherwise, stating the terms under which the exhibitor will agree to exhibit a motion picture; (2) "Blind bidding" means the bidding for, negotiating for, or offering or agreeing to terms for the licensing or exhibition of a motion picture if the motion picture has not been trade screened within the state or at the nearest film exchange before any such event has occurred; (3) "Distributor" means any person engaged in the business of distributing or supplying motion pictures to exhibitors by rental, sale, or licensing; (4) "Exhibit" or "exhibition" means showing a motion picture to the public for a charge; (5) "Exhibitor" means any person engaged in the business of operating one (1) or more theatres; (6) "Invitation to bid" means a written or oral solicitation or invitation by a distributor to one (1) or more exhibitors to bid or negotiate for the right to exhibit a motion picture; (7) "License agreement" means any contract, agreement, understanding, or condition between a distributor and an exhibitor relating to the licensing or exhibition of a motion picture by the exhibitor; (8) "Person" includes one (1) or more individuals, partnerships, associations, societies, trusts, or corporations; (9) "Run" means the continuous exhibition of a motion picture in a defined geographic area for a specified period of time. A "first run" is the first exhibition of a picture in a designated area; a "second run" is the second exhibition; and "subsequent runs" are subsequent exhibitions after the second run; (10) "Theatre" means any establishment in which motion pictures are exhibited to the public regularly for a charge; and (11) "Trade screening" means the showing of a motion picture by a distributor in one (1) of the three (3) largest cities within the state or at the nearest film exchange which is open to any exhibitor interested in exhibiting the motion picture. Acts 1981, No. 606, § 2; A.S.A. 1947, § 70-1102.

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

(1) "Bid" means a written or oral offer or proposal by an exhibitor to a distributor, in response to an invitation to bid or otherwise, stating the terms under which the exhibitor will agree to exhibit a motion picture;

(2) "Blind bidding" means the bidding for, negotiating for, or offering or agreeing to terms for the licensing or exhibition of a motion picture if the motion picture has not been trade screened within the state or at the nearest film exchange before any such event has occurred;

(3) "Distributor" means any person engaged in the business of distributing or supplying motion pictures to exhibitors by rental, sale, or licensing;

(4) "Exhibit" or "exhibition" means showing a motion picture to the public for a charge;

(5) "Exhibitor" means any person engaged in the business of operating one (1) or more theatres;

(6) "Invitation to bid" means a written or oral solicitation or invitation by a distributor to one (1) or more exhibitors to bid or negotiate for the right to exhibit a motion picture;

(7) "License agreement" means any contract, agreement, understanding, or condition between a distributor and an exhibitor relating to the licensing or exhibition of a motion picture by the exhibitor;

(8) "Person" includes one (1) or more individuals, partnerships, associations, societies, trusts, or corporations;

(9) "Run" means the continuous exhibition of a motion picture in a defined geographic area for a specified period of time. A "first run" is the first exhibition of a picture in a designated area; a "second run" is the second exhibition; and "subsequent runs" are subsequent exhibitions after the second run;

(10) "Theatre" means any establishment in which motion pictures are exhibited to the public regularly for a charge; and

(11) "Trade screening" means the showing of a motion picture by a distributor in one (1) of the three (3) largest cities within the state or at the nearest film exchange which is open to any exhibitor interested in exhibiting the motion picture.

Acts 1981, No. 606, § 2; A.S.A. 1947, § 70-1102.
Ark. Code Ann. § 4-28-404 — AR Code / Title 4 / Chapter 28 / Subchapter 4 / Section 4-28-404
Charitable organizations exempted from registration and financial disclosure requirements
Status: in_force

The following charitable organizations are not subject to the reporting requirement under §§ 4-28-403 and 4-28-405 , provided each organization shall submit an application for a reporting exemption to the Secretary of State, on forms prescribed by the Secretary of State, together with any information as the Secretary of State may require to substantiate a reporting exemption under this section: (1) Religious organizations, i.e., any bona fide, duly constituted religious entity if the entity satisfies each of the following criteria: (A) The entity is exempt from taxation pursuant to the Internal Revenue Code; and (B) No part of the entity's net income inures to the direct benefit of any individual; (2) Educational institutions, i.e., any parent-teacher association or educational institution, the curricula of which in whole or in part are registered or approved by any state or the United States either directly or by acceptance of accreditation by an accrediting body; (3) Political candidates and organizations, i.e., any candidate for national, state, or local elective office or a political party or other committee required to file information with the Federal Election Commission or any state election commission or its equivalent agency; (4) Governmental organizations, i.e., any department branch or other instrumentality of the federal, state, or local governments; (5) Nonprofit hospitals, i.e., any nonprofit hospital licensed by this state or in any other state; (6) Any charitable organization which does not intend to solicit and receive, and does not actually receive, contributions in excess of fifty thousand dollars ($50,000) during a calendar year: (A) If all of its functions, including its fund-raising functions, are carried on by persons who are unpaid for their services; and (B) Provided that no part of its assets or income inures to the benefit of or is paid to any officer or member; and (7) Any person who solicits solely for the benefit of organizations described in subdivisions (1)-(6) of this section. Amended by Act 2023, No. 338,§ 3, eff. 8/1/2023. Amended by Act 2017, No. 727,§ 3, eff. 1/1/2018. Acts 1999, No. 1198, § 4.

The following charitable organizations are not subject to the reporting requirement under §§ 4-28-403 and 4-28-405 , provided each organization shall submit an application for a reporting exemption to the Secretary of State, on forms prescribed by the Secretary of State, together with any information as the Secretary of State may require to substantiate a reporting exemption under this section:

(1) Religious organizations, i.e., any bona fide, duly constituted religious entity if the entity satisfies each of the following criteria: (A) The entity is exempt from taxation pursuant to the Internal Revenue Code; and (B) No part of the entity's net income inures to the direct benefit of any individual;

(A) The entity is exempt from taxation pursuant to the Internal Revenue Code; and

(B) No part of the entity's net income inures to the direct benefit of any individual;

(2) Educational institutions, i.e., any parent-teacher association or educational institution, the curricula of which in whole or in part are registered or approved by any state or the United States either directly or by acceptance of accreditation by an accrediting body;

(3) Political candidates and organizations, i.e., any candidate for national, state, or local elective office or a political party or other committee required to file information with the Federal Election Commission or any state election commission or its equivalent agency;

(4) Governmental organizations, i.e., any department branch or other instrumentality of the federal, state, or local governments;

(5) Nonprofit hospitals, i.e., any nonprofit hospital licensed by this state or in any other state;

(6) Any charitable organization which does not intend to solicit and receive, and does not actually receive, contributions in excess of fifty thousand dollars ($50,000) during a calendar year: (A) If all of its functions, including its fund-raising functions, are carried on by persons who are unpaid for their services; and (B) Provided that no part of its assets or income inures to the benefit of or is paid to any officer or member; and

(A) If all of its functions, including its fund-raising functions, are carried on by persons who are unpaid for their services; and

(B) Provided that no part of its assets or income inures to the benefit of or is paid to any officer or member; and

(7) Any person who solicits solely for the benefit of organizations described in subdivisions (1)-(6) of this section.

Amended by Act 2023, No. 338,§ 3, eff. 8/1/2023.

Amended by Act 2017, No. 727,§ 3, eff. 1/1/2018.

Acts 1999, No. 1198, § 4.
Ark. Code Ann. § 4-26-811 — AR Code / Title 4 / Chapter 26 / Subchapter 8 / Section 4-26-811
Liability of directors
Status: in_force

(a) In addition to any other liabilities imposed by law upon directors of a corporation: (1) Directors of a corporation who vote for or assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of this chapter or contrary to any restrictions contained in the articles of incorporation shall be jointly and severally liable to the corporation for the amount of the dividend which is paid or the value of the assets which are distributed in excess of the amount of the dividend or distribution which could have been paid or distributed without a violation of the provisions of this chapter or the restrictions in the articles of incorporation; (2) Directors of a corporation who vote for or assent to the purchase of its own shares contrary to the provisions of this chapter shall be jointly and severally liable to the corporation for the amount of consideration paid for the shares which is in excess of the maximum amount which could have been paid without a violation of the provisions of this chapter; (3) The directors of a corporation who vote for or assent to any distribution of assets of a corporation to its shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation shall be jointly and severally liable to the corporation for the value of the assets which are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged; (4) The directors of a corporation who vote for or assent to the making of a loan secured by shares of the corporation shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof; (5) If a corporation commences business before it has received three hundred dollars ($300) as consideration for the issuance of shares, the directors who assent thereto shall be jointly and severally liable to the corporation for such part of three hundred dollars ($300) as shall not have been received before commencing business, but this liability shall be terminated when the corporation has actually received three hundred dollars ($300) as consideration for the issuance of shares. (b) (1) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or forwards the dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. (2) The right to dissent shall not apply to a director who voted in favor of the action. (c) A director shall not be liable under subdivision (a)(1), (a)(2), or (a)(3) of this section if he or she relied and acted in good faith upon financial statements of the corporation represented to him or her to be correct by the president or the officer of the corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation, nor shall he or she be so liable if in good faith in determining the amount available for any dividend or distribution he or she considered the assets to be of their book value. (d) Any director against whom a claim shall be asserted under or pursuant to this section for the payment of a dividend or other distribution of assets of a corporation and who shall be held liable thereon shall be entitled to contribution from the shareholders who accepted or received any such dividend or assets, knowing the dividend or distribution to have been made in violation of this section, in proportion to the amounts received by them respectively. (e) Any director against whom a claim shall be asserted under or pursuant to this section shall be entitled to contribution from the other directors who voted for or assented to the action upon which the claim is asserted. Acts 1965, No. 576, § 48; A.S.A. 1947, § 64-308.

(a) In addition to any other liabilities imposed by law upon directors of a corporation: (1) Directors of a corporation who vote for or assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of this chapter or contrary to any restrictions contained in the articles of incorporation shall be jointly and severally liable to the corporation for the amount of the dividend which is paid or the value of the assets which are distributed in excess of the amount of the dividend or distribution which could have been paid or distributed without a violation of the provisions of this chapter or the restrictions in the articles of incorporation; (2) Directors of a corporation who vote for or assent to the purchase of its own shares contrary to the provisions of this chapter shall be jointly and severally liable to the corporation for the amount of consideration paid for the shares which is in excess of the maximum amount which could have been paid without a violation of the provisions of this chapter; (3) The directors of a corporation who vote for or assent to any distribution of assets of a corporation to its shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation shall be jointly and severally liable to the corporation for the value of the assets which are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged; (4) The directors of a corporation who vote for or assent to the making of a loan secured by shares of the corporation shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof; (5) If a corporation commences business before it has received three hundred dollars ($300) as consideration for the issuance of shares, the directors who assent thereto shall be jointly and severally liable to the corporation for such part of three hundred dollars ($300) as shall not have been received before commencing business, but this liability shall be terminated when the corporation has actually received three hundred dollars ($300) as consideration for the issuance of shares.

(1) Directors of a corporation who vote for or assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of this chapter or contrary to any restrictions contained in the articles of incorporation shall be jointly and severally liable to the corporation for the amount of the dividend which is paid or the value of the assets which are distributed in excess of the amount of the dividend or distribution which could have been paid or distributed without a violation of the provisions of this chapter or the restrictions in the articles of incorporation;

(2) Directors of a corporation who vote for or assent to the purchase of its own shares contrary to the provisions of this chapter shall be jointly and severally liable to the corporation for the amount of consideration paid for the shares which is in excess of the maximum amount which could have been paid without a violation of the provisions of this chapter;

(3) The directors of a corporation who vote for or assent to any distribution of assets of a corporation to its shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation shall be jointly and severally liable to the corporation for the value of the assets which are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged;

(4) The directors of a corporation who vote for or assent to the making of a loan secured by shares of the corporation shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof;

(5) If a corporation commences business before it has received three hundred dollars ($300) as consideration for the issuance of shares, the directors who assent thereto shall be jointly and severally liable to the corporation for such part of three hundred dollars ($300) as shall not have been received before commencing business, but this liability shall be terminated when the corporation has actually received three hundred dollars ($300) as consideration for the issuance of shares.

(b) (1) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or forwards the dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. (2) The right to dissent shall not apply to a director who voted in favor of the action.

(1) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or forwards the dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting.

(2) The right to dissent shall not apply to a director who voted in favor of the action.

(c) A director shall not be liable under subdivision (a)(1), (a)(2), or (a)(3) of this section if he or she relied and acted in good faith upon financial statements of the corporation represented to him or her to be correct by the president or the officer of the corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation, nor shall he or she be so liable if in good faith in determining the amount available for any dividend or distribution he or she considered the assets to be of their book value.

(d) Any director against whom a claim shall be asserted under or pursuant to this section for the payment of a dividend or other distribution of assets of a corporation and who shall be held liable thereon shall be entitled to contribution from the shareholders who accepted or received any such dividend or assets, knowing the dividend or distribution to have been made in violation of this section, in proportion to the amounts received by them respectively.

(e) Any director against whom a claim shall be asserted under or pursuant to this section shall be entitled to contribution from the other directors who voted for or assented to the action upon which the claim is asserted.

Acts 1965, No. 576, § 48; A.S.A. 1947, § 64-308.
Ark. Code Ann. § 4-33-303 — AR Code / Title 4 / Chapter 33 / Subchapter 3 / Section 4-33-303
Emergency powers
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so. (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. Acts 1993, No. 1147, § 303.

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.

(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.

(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(1) notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(1) binds the corporation; and

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

Acts 1993, No. 1147, § 303.
Ark. Code Ann. § 4-37-103 — AR Code / Title 4 / Chapter 37 / Subchapter 1 / Section 4-37-103
Nature of protected series
Status: in_force

A protected series of a series limited liability company is a person distinct from: (1) the company, subject to § 4-37-104(c) , § 4-37-501(1) , and § 4-37-502(d) ; (2) another protected series of the company; (3) a member of the company, whether or not the member is an associated member of the protected series; (4) a protected-series transferee of a protected series of the company; and (5) a transferee of a transferable interest of the company. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

A protected series of a series limited liability company is a person distinct from:

(1) the company, subject to § 4-37-104(c) , § 4-37-501(1) , and § 4-37-502(d) ;

(2) another protected series of the company;

(3) a member of the company, whether or not the member is an associated member of the protected series;

(4) a protected-series transferee of a protected series of the company; and

(5) a transferee of a transferable interest of the company.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-26-616 — AR Code / Title 4 / Chapter 26 / Subchapter 6 / Section 4-26-616
Surplus, net profits, and valuation of assets
Status: in_force

(a) (1) "Earned surplus" or "retained earnings" means the portion of the surplus of a corporation equal to the balance of its net profits, income, gains, and losses from the date of incorporation or from the latest date when a deficit was eliminated by an application of its capital surplus or otherwise, after deducting subsequent distributions to shareholders and transfers to stated capital and capital surplus to the extent the distributions and transfers are made out of earned surplus. (2) The portion of earned surplus represented by gains derived from an exchange of assets shall be restricted and not available for dividends until these gains are realized in cash or unless the assets received are currently realizable in cash. (3) The proceeds of insurance upon the life of a shareholder or officer, when collected by the corporation as beneficiary, and where the premiums on the insurance policy have been paid by the corporation, shall be classified as earned surplus. (4) Earned surplus shall include also any portion of surplus allocated to earned surplus in mergers, consolidations, or acquisitions of all or substantially all of the outstanding shares or of the property and assets of another corporation, domestic or foreign. (b) (1) "Capital surplus" means the entire surplus of the corporation other than its earned surplus and includes paid-in surplus; surplus, hereinafter called "reduction surplus", arising from reduction of stated capital; and surplus, hereinafter called "revaluation surplus", arising from a revaluation of assets made in good faith upon demonstrably adequate bases of revaluation. (2) Capital surplus shall be determined in accordance with generally accepted accounting principles and classified according to its derivation on the books, balance sheets, and statements of the corporation. (c) (1) Surplus created by the cancellation of treasury shares in connection with a stated capital reduction or by the purchase and cancellation of redeemable shares shall be capital surplus. (2) When a corporation has applied its earned surplus to the acquisition of treasury shares and these shares are subsequently disposed of for a consideration, the corporation may, at its option, restore to earned surplus, out of the consideration received and on a pro rata basis per share, all or part of the amount by which earned surplus was reduced at the time of acquisition of such shares. If the consideration received exceeds the amount by which earned surplus was reduced with respect to such shares, the excess shall be capital surplus. (d) Subject to § 4-26-619(3) , in computing earned surplus or net profits deduction shall be made for such obsolescence, depletion, depreciation losses, bad debts, and other items as accords with generally accepted accounting principles. (e) The capital surplus of a corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the earned surplus of the corporation be transferred to capital surplus. (f) A corporation may, by resolution of its board of directors, apply any part or all of its capital surplus, other than revaluation surplus not currently realizable in cash, to the reduction or elimination of any deficit arising from losses, however incurred, but only after first eliminating the earned surplus, if any, of the corporation by applying the losses against earned surplus and only to the extent that the losses exceed the earned surplus, if any. Each such application of capital surplus shall, to the extent thereof, effect a reduction of capital surplus. (g) A corporation may, by resolution of its board of directors, create a reserve out of its earned surplus for any proper purpose and may abolish any such reserve in the same manner. Earned surplus of the corporation to the extent so reserved shall not be available for the payment of dividends or other distributions by the corporation except as expressly permitted by this chapter. Acts 1965, No. 576, § 44; A.S.A. 1947, § 64-401.

(a) (1) "Earned surplus" or "retained earnings" means the portion of the surplus of a corporation equal to the balance of its net profits, income, gains, and losses from the date of incorporation or from the latest date when a deficit was eliminated by an application of its capital surplus or otherwise, after deducting subsequent distributions to shareholders and transfers to stated capital and capital surplus to the extent the distributions and transfers are made out of earned surplus. (2) The portion of earned surplus represented by gains derived from an exchange of assets shall be restricted and not available for dividends until these gains are realized in cash or unless the assets received are currently realizable in cash. (3) The proceeds of insurance upon the life of a shareholder or officer, when collected by the corporation as beneficiary, and where the premiums on the insurance policy have been paid by the corporation, shall be classified as earned surplus. (4) Earned surplus shall include also any portion of surplus allocated to earned surplus in mergers, consolidations, or acquisitions of all or substantially all of the outstanding shares or of the property and assets of another corporation, domestic or foreign.

(1) "Earned surplus" or "retained earnings" means the portion of the surplus of a corporation equal to the balance of its net profits, income, gains, and losses from the date of incorporation or from the latest date when a deficit was eliminated by an application of its capital surplus or otherwise, after deducting subsequent distributions to shareholders and transfers to stated capital and capital surplus to the extent the distributions and transfers are made out of earned surplus.

(2) The portion of earned surplus represented by gains derived from an exchange of assets shall be restricted and not available for dividends until these gains are realized in cash or unless the assets received are currently realizable in cash.

(3) The proceeds of insurance upon the life of a shareholder or officer, when collected by the corporation as beneficiary, and where the premiums on the insurance policy have been paid by the corporation, shall be classified as earned surplus.

(4) Earned surplus shall include also any portion of surplus allocated to earned surplus in mergers, consolidations, or acquisitions of all or substantially all of the outstanding shares or of the property and assets of another corporation, domestic or foreign.

(b) (1) "Capital surplus" means the entire surplus of the corporation other than its earned surplus and includes paid-in surplus; surplus, hereinafter called "reduction surplus", arising from reduction of stated capital; and surplus, hereinafter called "revaluation surplus", arising from a revaluation of assets made in good faith upon demonstrably adequate bases of revaluation. (2) Capital surplus shall be determined in accordance with generally accepted accounting principles and classified according to its derivation on the books, balance sheets, and statements of the corporation.

(1) "Capital surplus" means the entire surplus of the corporation other than its earned surplus and includes paid-in surplus; surplus, hereinafter called "reduction surplus", arising from reduction of stated capital; and surplus, hereinafter called "revaluation surplus", arising from a revaluation of assets made in good faith upon demonstrably adequate bases of revaluation.

(2) Capital surplus shall be determined in accordance with generally accepted accounting principles and classified according to its derivation on the books, balance sheets, and statements of the corporation.

(c) (1) Surplus created by the cancellation of treasury shares in connection with a stated capital reduction or by the purchase and cancellation of redeemable shares shall be capital surplus. (2) When a corporation has applied its earned surplus to the acquisition of treasury shares and these shares are subsequently disposed of for a consideration, the corporation may, at its option, restore to earned surplus, out of the consideration received and on a pro rata basis per share, all or part of the amount by which earned surplus was reduced at the time of acquisition of such shares. If the consideration received exceeds the amount by which earned surplus was reduced with respect to such shares, the excess shall be capital surplus.

(1) Surplus created by the cancellation of treasury shares in connection with a stated capital reduction or by the purchase and cancellation of redeemable shares shall be capital surplus.

(2) When a corporation has applied its earned surplus to the acquisition of treasury shares and these shares are subsequently disposed of for a consideration, the corporation may, at its option, restore to earned surplus, out of the consideration received and on a pro rata basis per share, all or part of the amount by which earned surplus was reduced at the time of acquisition of such shares. If the consideration received exceeds the amount by which earned surplus was reduced with respect to such shares, the excess shall be capital surplus.

(d) Subject to § 4-26-619(3) , in computing earned surplus or net profits deduction shall be made for such obsolescence, depletion, depreciation losses, bad debts, and other items as accords with generally accepted accounting principles.

(e) The capital surplus of a corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the earned surplus of the corporation be transferred to capital surplus.

(f) A corporation may, by resolution of its board of directors, apply any part or all of its capital surplus, other than revaluation surplus not currently realizable in cash, to the reduction or elimination of any deficit arising from losses, however incurred, but only after first eliminating the earned surplus, if any, of the corporation by applying the losses against earned surplus and only to the extent that the losses exceed the earned surplus, if any. Each such application of capital surplus shall, to the extent thereof, effect a reduction of capital surplus.

(g) A corporation may, by resolution of its board of directors, create a reserve out of its earned surplus for any proper purpose and may abolish any such reserve in the same manner. Earned surplus of the corporation to the extent so reserved shall not be available for the payment of dividends or other distributions by the corporation except as expressly permitted by this chapter.

Acts 1965, No. 576, § 44; A.S.A. 1947, § 64-401.
Ark. Code Ann. § 4-72-311 — AR Code / Title 4 / Chapter 72 / Subchapter 3 / Section 4-72-311
Warranties
Status: in_force

(a) This section applies to a warranty claim submitted by a dealer. (b) (1) Claims filed for payment under warranty agreements shall either be approved or disapproved within thirty (30) days of receipt by a manufacturer, wholesaler, or distributor. (2) All claims for payment shall be paid within thirty (30) days of their approval. (3) (A) If a claim is disapproved, the manufacturer, wholesaler, or distributor shall notify the dealer within thirty (30) days stating the specific grounds upon which the disapproval is based. (B) If a claim is not specifically disapproved within thirty (30) days of receipt, it shall be deemed approved and payment by the manufacturer, wholesaler, or distributor shall follow within thirty (30) days. (4) If, after termination of a contract, the dealer submits a claim to the manufacturer, wholesaler, or distributor for warranty work performed prior to the effective date of the termination, the manufacturer, wholesaler, or distributor shall accept or reject the claim within thirty (30) days of receipt. (5) If a claim is not paid within the time allowed under this subsection, interest shall accrue at the maximum lawful interest rate. (c) (1) (A) Warranty work performed by the dealer shall be compensated in accordance with the reasonable and customary amount of time required to complete the work, expressed in hours and fractions of hours. (B) The time shall be multiplied by the dealer's established customer hourly retail labor rate, which shall have previously been made known to the manufacturer, wholesaler, or distributor. (2) Expenses expressly excluded under the warranty of the manufacturer, wholesaler, or distributor to the customer shall not be included nor required to be paid on requests for compensation from the dealer for warranty work performed. (3) (A) All parts used by the dealer in performing the warranty work shall be paid to the dealer in the amount equal to the dealer's net price for the parts, plus a minimum of fifteen percent (15%). (B) The additional amount is to reimburse the dealer for reasonable costs of doing business in performing the warranty service on behalf of the manufacturer, wholesaler, or distributor, including, but not limited to, freight and handling costs incurred. (4) The manufacturer, wholesaler, or distributor has the right to adjust compensation for errors discovered during audit, and if necessary, to adjust claims paid in error. (d) The dealer shall have the right to accept the reimbursement terms and conditions of the manufacturer, wholesaler, or distributor in lieu of the terms and conditions of this section. Acts 2001, No. 633, § 1.

(a) This section applies to a warranty claim submitted by a dealer.

(b) (1) Claims filed for payment under warranty agreements shall either be approved or disapproved within thirty (30) days of receipt by a manufacturer, wholesaler, or distributor. (2) All claims for payment shall be paid within thirty (30) days of their approval. (3) (A) If a claim is disapproved, the manufacturer, wholesaler, or distributor shall notify the dealer within thirty (30) days stating the specific grounds upon which the disapproval is based. (B) If a claim is not specifically disapproved within thirty (30) days of receipt, it shall be deemed approved and payment by the manufacturer, wholesaler, or distributor shall follow within thirty (30) days. (4) If, after termination of a contract, the dealer submits a claim to the manufacturer, wholesaler, or distributor for warranty work performed prior to the effective date of the termination, the manufacturer, wholesaler, or distributor shall accept or reject the claim within thirty (30) days of receipt. (5) If a claim is not paid within the time allowed under this subsection, interest shall accrue at the maximum lawful interest rate.

(1) Claims filed for payment under warranty agreements shall either be approved or disapproved within thirty (30) days of receipt by a manufacturer, wholesaler, or distributor.

(2) All claims for payment shall be paid within thirty (30) days of their approval.

(3) (A) If a claim is disapproved, the manufacturer, wholesaler, or distributor shall notify the dealer within thirty (30) days stating the specific grounds upon which the disapproval is based. (B) If a claim is not specifically disapproved within thirty (30) days of receipt, it shall be deemed approved and payment by the manufacturer, wholesaler, or distributor shall follow within thirty (30) days.

(A) If a claim is disapproved, the manufacturer, wholesaler, or distributor shall notify the dealer within thirty (30) days stating the specific grounds upon which the disapproval is based.

(B) If a claim is not specifically disapproved within thirty (30) days of receipt, it shall be deemed approved and payment by the manufacturer, wholesaler, or distributor shall follow within thirty (30) days.

(4) If, after termination of a contract, the dealer submits a claim to the manufacturer, wholesaler, or distributor for warranty work performed prior to the effective date of the termination, the manufacturer, wholesaler, or distributor shall accept or reject the claim within thirty (30) days of receipt.

(5) If a claim is not paid within the time allowed under this subsection, interest shall accrue at the maximum lawful interest rate.

(c) (1) (A) Warranty work performed by the dealer shall be compensated in accordance with the reasonable and customary amount of time required to complete the work, expressed in hours and fractions of hours. (B) The time shall be multiplied by the dealer's established customer hourly retail labor rate, which shall have previously been made known to the manufacturer, wholesaler, or distributor. (2) Expenses expressly excluded under the warranty of the manufacturer, wholesaler, or distributor to the customer shall not be included nor required to be paid on requests for compensation from the dealer for warranty work performed. (3) (A) All parts used by the dealer in performing the warranty work shall be paid to the dealer in the amount equal to the dealer's net price for the parts, plus a minimum of fifteen percent (15%). (B) The additional amount is to reimburse the dealer for reasonable costs of doing business in performing the warranty service on behalf of the manufacturer, wholesaler, or distributor, including, but not limited to, freight and handling costs incurred. (4) The manufacturer, wholesaler, or distributor has the right to adjust compensation for errors discovered during audit, and if necessary, to adjust claims paid in error.

(1) (A) Warranty work performed by the dealer shall be compensated in accordance with the reasonable and customary amount of time required to complete the work, expressed in hours and fractions of hours. (B) The time shall be multiplied by the dealer's established customer hourly retail labor rate, which shall have previously been made known to the manufacturer, wholesaler, or distributor.

(A) Warranty work performed by the dealer shall be compensated in accordance with the reasonable and customary amount of time required to complete the work, expressed in hours and fractions of hours.

(B) The time shall be multiplied by the dealer's established customer hourly retail labor rate, which shall have previously been made known to the manufacturer, wholesaler, or distributor.

(2) Expenses expressly excluded under the warranty of the manufacturer, wholesaler, or distributor to the customer shall not be included nor required to be paid on requests for compensation from the dealer for warranty work performed.

(3) (A) All parts used by the dealer in performing the warranty work shall be paid to the dealer in the amount equal to the dealer's net price for the parts, plus a minimum of fifteen percent (15%). (B) The additional amount is to reimburse the dealer for reasonable costs of doing business in performing the warranty service on behalf of the manufacturer, wholesaler, or distributor, including, but not limited to, freight and handling costs incurred.

(A) All parts used by the dealer in performing the warranty work shall be paid to the dealer in the amount equal to the dealer's net price for the parts, plus a minimum of fifteen percent (15%).

(B) The additional amount is to reimburse the dealer for reasonable costs of doing business in performing the warranty service on behalf of the manufacturer, wholesaler, or distributor, including, but not limited to, freight and handling costs incurred.

(4) The manufacturer, wholesaler, or distributor has the right to adjust compensation for errors discovered during audit, and if necessary, to adjust claims paid in error.

(d) The dealer shall have the right to accept the reimbursement terms and conditions of the manufacturer, wholesaler, or distributor in lieu of the terms and conditions of this section.

Acts 2001, No. 633, § 1.
Ark. Code Ann. § 4-91-104 — AR Code / Title 4 / Chapter 91 / Subchapter 1 / Section 4-91-104
[Repealed]
Status: repealed

Repealed by Act 2017, No. 944,§ 5, eff. 8/1/2017. Acts 1987, No. 321, § 8; 1991, No. 786, § 1.

Repealed by Act 2017, No. 944,§ 5, eff. 8/1/2017.

Acts 1987, No. 321, § 8; 1991, No. 786, § 1.
Ark. Code Ann. § 4-107-303 — AR Code / Title 4 / Chapter 107 / Subchapter 3 / Section 4-107-303
Printing card number on receipts
Status: in_force

(a) No person, firm, partnership, association, corporation, limited liability company, or other entity accepting credit cards for the transaction of business shall print more than the last five (5) digits of the credit card account number, the credit card expiration date, or both, on a credit card receipt to the cardholder. (b) (1) This section shall apply only to the receipts that are electronically printed and shall not apply to transactions in which the sole means of recording the credit card number is by handwriting or by an imprint or copy of the credit card. (2) (A) Except as provided in subdivision (b)(2)(C) of this section, this section applies to any person or entity formed on and after July 16, 2003, that uses a cash register or any other machine or device that electronically imprints receipts of credit card transactions. (B) Except as provided in subdivision (b)(2)(C) of this section, beginning January 1, 2004, this section also applies to any person or entity formed before July 16, 2003, that uses a cash register and any other machine or device that electronically imprints receipts of credit card transactions. (C) Until January 1, 2005, this section shall not apply to: (i) Institutions of higher education; or (ii) Persons or entities employing no more than twenty-five (25) employees or who have generated no more than five million dollars ($5,000,000) annually in revenues from the person's business activities. Acts 2003, No. 274, § 1.

(a) No person, firm, partnership, association, corporation, limited liability company, or other entity accepting credit cards for the transaction of business shall print more than the last five (5) digits of the credit card account number, the credit card expiration date, or both, on a credit card receipt to the cardholder.

(b) (1) This section shall apply only to the receipts that are electronically printed and shall not apply to transactions in which the sole means of recording the credit card number is by handwriting or by an imprint or copy of the credit card. (2) (A) Except as provided in subdivision (b)(2)(C) of this section, this section applies to any person or entity formed on and after July 16, 2003, that uses a cash register or any other machine or device that electronically imprints receipts of credit card transactions. (B) Except as provided in subdivision (b)(2)(C) of this section, beginning January 1, 2004, this section also applies to any person or entity formed before July 16, 2003, that uses a cash register and any other machine or device that electronically imprints receipts of credit card transactions. (C) Until January 1, 2005, this section shall not apply to: (i) Institutions of higher education; or (ii) Persons or entities employing no more than twenty-five (25) employees or who have generated no more than five million dollars ($5,000,000) annually in revenues from the person's business activities.

(1) This section shall apply only to the receipts that are electronically printed and shall not apply to transactions in which the sole means of recording the credit card number is by handwriting or by an imprint or copy of the credit card.

(2) (A) Except as provided in subdivision (b)(2)(C) of this section, this section applies to any person or entity formed on and after July 16, 2003, that uses a cash register or any other machine or device that electronically imprints receipts of credit card transactions. (B) Except as provided in subdivision (b)(2)(C) of this section, beginning January 1, 2004, this section also applies to any person or entity formed before July 16, 2003, that uses a cash register and any other machine or device that electronically imprints receipts of credit card transactions. (C) Until January 1, 2005, this section shall not apply to: (i) Institutions of higher education; or (ii) Persons or entities employing no more than twenty-five (25) employees or who have generated no more than five million dollars ($5,000,000) annually in revenues from the person's business activities.

(A) Except as provided in subdivision (b)(2)(C) of this section, this section applies to any person or entity formed on and after July 16, 2003, that uses a cash register or any other machine or device that electronically imprints receipts of credit card transactions.

(B) Except as provided in subdivision (b)(2)(C) of this section, beginning January 1, 2004, this section also applies to any person or entity formed before July 16, 2003, that uses a cash register and any other machine or device that electronically imprints receipts of credit card transactions.

(C) Until January 1, 2005, this section shall not apply to: (i) Institutions of higher education; or (ii) Persons or entities employing no more than twenty-five (25) employees or who have generated no more than five million dollars ($5,000,000) annually in revenues from the person's business activities.

(i) Institutions of higher education; or

(ii) Persons or entities employing no more than twenty-five (25) employees or who have generated no more than five million dollars ($5,000,000) annually in revenues from the person's business activities.

Acts 2003, No. 274, § 1.
Ark. Code Ann. § 4-26-203 — AR Code / Title 4 / Chapter 26 / Subchapter 2 / Section 4-26-203
Organization meeting of incorporators
Status: in_force

(a) After the filing of the articles of incorporation with the Secretary of State as required in § 4-26-1201 , an organization meeting of the incorporators shall be held either within or without this state, at the call of a majority of the incorporators, for the purpose of electing directors and the transaction of such other business as may come before the meeting. (b) The incorporators calling the meeting shall give at least three (3) days' notice thereof by mail to the remaining incorporators. The notice shall state the time and place of the meeting. However, the giving of the notice may be waived by the incorporators entitled to receive the notice. Acts 1965, No. 576, § 58; A.S.A. 1947, § 64-505.

(a) After the filing of the articles of incorporation with the Secretary of State as required in § 4-26-1201 , an organization meeting of the incorporators shall be held either within or without this state, at the call of a majority of the incorporators, for the purpose of electing directors and the transaction of such other business as may come before the meeting.

(b) The incorporators calling the meeting shall give at least three (3) days' notice thereof by mail to the remaining incorporators. The notice shall state the time and place of the meeting. However, the giving of the notice may be waived by the incorporators entitled to receive the notice.

Acts 1965, No. 576, § 58; A.S.A. 1947, § 64-505.
Ark. Code Ann. § 4-28-620 — AR Code / Title 4 / Chapter 28 / Subchapter 6 / Section 4-28-620
Member's resignation
Status: in_force

(a) A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time. (b) Unless the governing principles provide otherwise, resignation of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before resignation. Acts 2011, No. 202, § 2.

(a) A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time.

(b) Unless the governing principles provide otherwise, resignation of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before resignation.

Acts 2011, No. 202, § 2.
Ark. Code Ann. § 4-47-403 — AR Code / Title 4 / Chapter 47 / Subchapter 4 / Section 4-47-403
Limited partnership liable for general partner's actionable conduct
Status: in_force

(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. (b) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss. Acts 2007, No. 15, § 1.

(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.

(b) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-47-603 — AR Code / Title 4 / Chapter 47 / Subchapter 6 / Section 4-47-603
Dissociation as general partner
Status: in_force

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) the limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; (2) an event agreed to in the partnership agreement as causing the person's dissociation as a general partner; (3) the person's expulsion as a general partner pursuant to the partnership agreement; (4) the person's expulsion as a general partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities with the person as a general partner; (B) there has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed; (C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (5) on application by the limited partnership, the person's expulsion as a general partner by judicial determination because: (A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities; (B) the person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-47-408 ; or (C) the person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner; (6) the person's: (A) becoming a debtor in bankruptcy; (B) execution of an assignment for the benefit of creditors; (C) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or (D) failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; (7) in the case of a person who is an individual: (A) the person's death; (B) the appointment of a guardian or general conservator for the person; or (C) a judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement; (8) in the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (9) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (10) termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or (11) the limited partnership's participation in a conversion or merger under subchapter 11, if the limited partnership: (A) is not the converted or surviving entity; or (B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner. Acts 2007, No. 15, § 1.

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:

(1) the limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person;

(2) an event agreed to in the partnership agreement as causing the person's dissociation as a general partner;

(3) the person's expulsion as a general partner pursuant to the partnership agreement;

(4) the person's expulsion as a general partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities with the person as a general partner; (B) there has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed; (C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up;

(A) it is unlawful to carry on the limited partnership's activities with the person as a general partner;

(B) there has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed;

(C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up;

(5) on application by the limited partnership, the person's expulsion as a general partner by judicial determination because: (A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities; (B) the person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-47-408 ; or (C) the person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;

(A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;

(B) the person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-47-408 ; or

(C) the person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;

(6) the person's: (A) becoming a debtor in bankruptcy; (B) execution of an assignment for the benefit of creditors; (C) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or (D) failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

(A) becoming a debtor in bankruptcy;

(B) execution of an assignment for the benefit of creditors;

(C) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or

(D) failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

(7) in the case of a person who is an individual: (A) the person's death; (B) the appointment of a guardian or general conservator for the person; or (C) a judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement;

(A) the person's death;

(B) the appointment of a guardian or general conservator for the person; or

(C) a judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement;

(8) in the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

(9) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

(10) termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or

(11) the limited partnership's participation in a conversion or merger under subchapter 11, if the limited partnership: (A) is not the converted or surviving entity; or (B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.

(A) is not the converted or surviving entity; or

(B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-90-203 — AR Code / Title 4 / Chapter 90 / Subchapter 2 / Section 4-90-203
Penalties and enforcement
Status: in_force

(a) (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 by the Deceptive Trade Practices Act, § 4-88-101 et seq. (B) 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 subchapter, including, but not limited to, an action to: (i) Enjoin the violation; and (ii) Recover: (a) Amounts for which the person is liable under § 4-90-207(a) to each private person; and (b) Costs, investigative costs, and reasonable attorney's fees. (2) (A) An action under this subsection may be brought in an appropriate court of competent jurisdiction in the county in which the person resides or transacts business or in the judicial district in which the state capital is located. (B) The action must be brought not later than five (5) years after the claim accrues. (b) (1) Any person who is found to have violated this subchapter shall be guilty of a felony and imprisoned for not more than three (3) years and subject to a fine of not more than fifty thousand dollars ($50,000) for each violation. (2) If the person is a corporation, the penalties of this subsection also apply to a director, officer, or individual agent of a corporation who knowingly and willfully authorizes, orders, or performs an act in violation of this subchapter or a rule prescribed or order issued under this subchapter, without regard to penalties imposed on the corporation. Amended by Act 2019, No. 315,§ 134, eff. 7/24/2019. Amended by Act 2019, No. 315,§ 133, eff. 7/24/2019. Acts 1995, No. 795, § 6.

(a) (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 by the Deceptive Trade Practices Act, § 4-88-101 et seq. (B) 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 subchapter, including, but not limited to, an action to: (i) Enjoin the violation; and (ii) Recover: (a) Amounts for which the person is liable under § 4-90-207(a) to each private person; and (b) Costs, investigative costs, and reasonable attorney's fees. (2) (A) An action under this subsection may be brought in an appropriate court of competent jurisdiction in the county in which the person resides or transacts business or in the judicial district in which the state capital is located. (B) The action must be brought not later than five (5) years after the claim accrues.

(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 by the Deceptive Trade Practices Act, § 4-88-101 et seq. (B) 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 subchapter, including, but not limited to, an action to: (i) Enjoin the violation; and (ii) Recover: (a) Amounts for which the person is liable under § 4-90-207(a) to each private person; and (b) Costs, investigative costs, and reasonable attorney's fees.

(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 by the Deceptive Trade Practices Act, § 4-88-101 et seq.

(B) 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 subchapter, including, but not limited to, an action to: (i) Enjoin the violation; and (ii) Recover: (a) Amounts for which the person is liable under § 4-90-207(a) to each private person; and (b) Costs, investigative costs, and reasonable attorney's fees.

(i) Enjoin the violation; and

(ii) Recover: (a) Amounts for which the person is liable under § 4-90-207(a) to each private person; and (b) Costs, investigative costs, and reasonable attorney's fees.

(a) Amounts for which the person is liable under § 4-90-207(a) to each private person; and

(b) Costs, investigative costs, and reasonable attorney's fees.

(2) (A) An action under this subsection may be brought in an appropriate court of competent jurisdiction in the county in which the person resides or transacts business or in the judicial district in which the state capital is located. (B) The action must be brought not later than five (5) years after the claim accrues.

(A) An action under this subsection may be brought in an appropriate court of competent jurisdiction in the county in which the person resides or transacts business or in the judicial district in which the state capital is located.

(B) The action must be brought not later than five (5) years after the claim accrues.

(b) (1) Any person who is found to have violated this subchapter shall be guilty of a felony and imprisoned for not more than three (3) years and subject to a fine of not more than fifty thousand dollars ($50,000) for each violation. (2) If the person is a corporation, the penalties of this subsection also apply to a director, officer, or individual agent of a corporation who knowingly and willfully authorizes, orders, or performs an act in violation of this subchapter or a rule prescribed or order issued under this subchapter, without regard to penalties imposed on the corporation.

(1) Any person who is found to have violated this subchapter shall be guilty of a felony and imprisoned for not more than three (3) years and subject to a fine of not more than fifty thousand dollars ($50,000) for each violation.

(2) If the person is a corporation, the penalties of this subsection also apply to a director, officer, or individual agent of a corporation who knowingly and willfully authorizes, orders, or performs an act in violation of this subchapter or a rule prescribed or order issued under this subchapter, without regard to penalties imposed on the corporation.

Amended by Act 2019, No. 315,§ 134, eff. 7/24/2019.

Amended by Act 2019, No. 315,§ 133, eff. 7/24/2019.

Acts 1995, No. 795, § 6.
Ark. Code Ann. § 4-38-801 — AR Code / Title 4 / Chapter 38 / Subchapter 8 / Section 4-38-801
Direct action by member
Status: in_force

(a) Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship. (b) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.

(b) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-72-304 — AR Code / Title 4 / Chapter 72 / Subchapter 3 / Section 4-72-304
Wholesaler, manufacturer, or distributor to repurchase undamaged goods and cover cost of return
Status: in_force

(a) The wholesaler, manufacturer, or distributor shall repurchase that inventory previously purchased from him or her and held by the retailer on the date of termination of the contract. (b) The wholesaler, manufacturer, or distributor shall pay one hundred percent (100%) of the net cost of all new, unsold, undamaged, and complete farm implements, machinery, utility and industrial equipment, and attachments, and one hundred percent (100%) of the current net price of all new, unused, and undamaged repair parts. (c) (1) The wholesaler, manufacturer, or distributor shall pay the retailer five percent (5%) of the current net price on all new, unused, and undamaged repair parts returned to cover the cost of handling, packing, and loading. (2) The wholesaler, manufacturer, or distributor shall have the option of performing the handling, packing, and loading in lieu of paying the five percent (5%) for these services. Acts 1979, No. 810, § 3; A.S.A. 1947, § 70-821.

(a) The wholesaler, manufacturer, or distributor shall repurchase that inventory previously purchased from him or her and held by the retailer on the date of termination of the contract.

(b) The wholesaler, manufacturer, or distributor shall pay one hundred percent (100%) of the net cost of all new, unsold, undamaged, and complete farm implements, machinery, utility and industrial equipment, and attachments, and one hundred percent (100%) of the current net price of all new, unused, and undamaged repair parts.

(c) (1) The wholesaler, manufacturer, or distributor shall pay the retailer five percent (5%) of the current net price on all new, unused, and undamaged repair parts returned to cover the cost of handling, packing, and loading. (2) The wholesaler, manufacturer, or distributor shall have the option of performing the handling, packing, and loading in lieu of paying the five percent (5%) for these services.

(1) The wholesaler, manufacturer, or distributor shall pay the retailer five percent (5%) of the current net price on all new, unused, and undamaged repair parts returned to cover the cost of handling, packing, and loading.

(2) The wholesaler, manufacturer, or distributor shall have the option of performing the handling, packing, and loading in lieu of paying the five percent (5%) for these services.

Acts 1979, No. 810, § 3; A.S.A. 1947, § 70-821.
Ark. Code Ann. § 4-26-903 — AR Code / Title 4 / Chapter 26 / Subchapter 9 / Section 4-26-903
Sale, lease, or exchange of assets other than in regular course of business
Status: in_force

(a) A sale, lease, or exchange of all or substantially all the property and assets, with or without the good will, of a corporation, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, 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 may be authorized in the following manner: (1) The board of directors shall adopt a resolution recommending the sale, lease, or exchange and directing the submission of the sale, lease, or exchange to a vote at a meeting of shareholders which may be either an annual or a special meeting; (2) Written or printed notice shall be given to each shareholder of record within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders, and whether the meeting is an annual or a special meeting, the notice shall state that the purpose or one (1) of the purposes of the meeting is to consider the proposed sale, lease, or exchange; (3) (A) At the meeting the shareholders may authorize the sale, lease, or exchange and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation. Each outstanding share of the corporation shall be entitled to vote thereon, whether or not entitled to vote by the provisions of the articles of incorporation. (B) The authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of the corporation unless any class of shares is entitled to vote as a class, in which event this authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares. (b) After the authorization by a vote of shareholders, the board of directors nevertheless, in its discretion, may abandon the sale, lease, or exchange of assets subject to the rights of third parties under any contracts relating thereto, without further action or approval by shareholders. Acts 1965, No. 576, § 80; A.S.A. 1947, § 64-803.

(a) A sale, lease, or exchange of all or substantially all the property and assets, with or without the good will, of a corporation, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, 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 may be authorized in the following manner: (1) The board of directors shall adopt a resolution recommending the sale, lease, or exchange and directing the submission of the sale, lease, or exchange to a vote at a meeting of shareholders which may be either an annual or a special meeting; (2) Written or printed notice shall be given to each shareholder of record within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders, and whether the meeting is an annual or a special meeting, the notice shall state that the purpose or one (1) of the purposes of the meeting is to consider the proposed sale, lease, or exchange; (3) (A) At the meeting the shareholders may authorize the sale, lease, or exchange and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation. Each outstanding share of the corporation shall be entitled to vote thereon, whether or not entitled to vote by the provisions of the articles of incorporation. (B) The authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of the corporation unless any class of shares is entitled to vote as a class, in which event this authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares.

(1) The board of directors shall adopt a resolution recommending the sale, lease, or exchange and directing the submission of the sale, lease, or exchange to a vote at a meeting of shareholders which may be either an annual or a special meeting;

(2) Written or printed notice shall be given to each shareholder of record within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders, and whether the meeting is an annual or a special meeting, the notice shall state that the purpose or one (1) of the purposes of the meeting is to consider the proposed sale, lease, or exchange;

(3) (A) At the meeting the shareholders may authorize the sale, lease, or exchange and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation. Each outstanding share of the corporation shall be entitled to vote thereon, whether or not entitled to vote by the provisions of the articles of incorporation. (B) The authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of the corporation unless any class of shares is entitled to vote as a class, in which event this authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares.

(A) At the meeting the shareholders may authorize the sale, lease, or exchange and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation. Each outstanding share of the corporation shall be entitled to vote thereon, whether or not entitled to vote by the provisions of the articles of incorporation.

(B) The authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of the corporation unless any class of shares is entitled to vote as a class, in which event this authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares.

(b) After the authorization by a vote of shareholders, the board of directors nevertheless, in its discretion, may abandon the sale, lease, or exchange of assets subject to the rights of third parties under any contracts relating thereto, without further action or approval by shareholders.

Acts 1965, No. 576, § 80; A.S.A. 1947, § 64-803.
Ark. Code Ann. § 4-92-106 — AR Code / Title 4 / Chapter 92 / Section 4-92-106
Agreement - Reinstatement
Status: in_force

(a) A consumer who fails to make a timely rental payment may reinstate an agreement without losing any rights or options previously acquired by either paying all rental and other charges due or returning the merchandise to the lessor within five (5) business days from the date of the last scheduled rental payment if the consumer pays rent monthly, or within two (2) business days from the date of the last scheduled rental payment if the consumer pays more frequently than monthly. (b) Nothing in this section shall prevent the accrual of any late charges or reinstatement fees charged by the lessor. (c) Nothing in this section shall prevent the lessor from attempting to repossess the merchandise during the reinstatement period, but the consumer's right to reinstate an agreement shall not expire because of the repossession. (d) If the merchandise is returned during the applicable reinstatement period, other than through judicial process, the right to reinstate shall be extended for a period of not less than thirty (30) days after the date of the return of the merchandise. (e) No consumer shall have the right to reinstate more than three (3) times during the term of any one (1) rental-purchase agreement. (f) On reinstatement, the lessor shall provide the consumer with the same merchandise or shall substitute merchandise of comparable quality and condition. However, the lessor shall not be required to provide new disclosures upon reinstatement. Acts 1987, No. 490, § 6.

(a) A consumer who fails to make a timely rental payment may reinstate an agreement without losing any rights or options previously acquired by either paying all rental and other charges due or returning the merchandise to the lessor within five (5) business days from the date of the last scheduled rental payment if the consumer pays rent monthly, or within two (2) business days from the date of the last scheduled rental payment if the consumer pays more frequently than monthly.

(b) Nothing in this section shall prevent the accrual of any late charges or reinstatement fees charged by the lessor.

(c) Nothing in this section shall prevent the lessor from attempting to repossess the merchandise during the reinstatement period, but the consumer's right to reinstate an agreement shall not expire because of the repossession.

(d) If the merchandise is returned during the applicable reinstatement period, other than through judicial process, the right to reinstate shall be extended for a period of not less than thirty (30) days after the date of the return of the merchandise.

(e) No consumer shall have the right to reinstate more than three (3) times during the term of any one (1) rental-purchase agreement.

(f) On reinstatement, the lessor shall provide the consumer with the same merchandise or shall substitute merchandise of comparable quality and condition. However, the lessor shall not be required to provide new disclosures upon reinstatement.

Acts 1987, No. 490, § 6.
Ark. Code Ann. § 4-28-630 — AR Code / Title 4 / Chapter 28 / Subchapter 6 / Section 4-28-630
Mergers
Status: in_force

(a) In this section: (1) "Constituent organization" means an organization that is merged with one or more other organizations including the surviving organization. (2) "Nonsurviving organization" means a constituent organization that is not the surviving organization. (3) "Organization" means an unincorporated nonprofit association, a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business or statutory trust, corporation, or any other legal or commercial entity having a statute governing its formation and operation. The term includes a for-profit or nonprofit organization. (4) "Surviving organization" means an organization into which one or more other organizations are merged. (b) An unincorporated nonprofit association may merge with any organization that is authorized by law to merge with an unincorporated nonprofit association. (c) A merger involving an unincorporated nonprofit association is subject to the following rules: (1) Each constituent organization shall comply with its governing law. (2) Each party to the merger shall approve a plan of merger. The plan, which must be in a record, must include the following provisions: (A) the name and form of each organization that is a party to the merger; (B) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (C) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; (D) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record; and (E) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration except that the plan of merger may not permit members of an unincorporated nonprofit association to receive merger consideration if a distribution of such consideration would not be permitted in the absence of a merger under §§ 4-28-626 and 4-28-629 . (3) The plan of merger must be approved by the members of each unincorporated nonprofit association that is a constituent organization in the merger. If a plan of merger would impose personal liability for an obligation of a constituent or surviving organization on a member of an association that is a party to the merger, the plan may not take effect unless it is approved in a record by the member. (4) Subject to the contractual rights of third parties, after a plan of merger is approved and at any time before the merger is effective, a constituent organization may amend the plan or abandon the merger as provided in the plan, or except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. (5) Following approval of the plan, a merger under this section is effective: (A) if a constituent organization is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger, when the notice has been given and the approval has been obtained; and (B) if the surviving organization: (i) is an unincorporated nonprofit association, as specified in the plan of merger and upon compliance by any constituent organization that is not an association with any requirements, including any required filings in the office of the Secretary of State, of the organization's governing statute; or (ii) is not an unincorporated nonprofit association, as provided by the statute governing the surviving organization. (d) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, obligations, or other liabilities of each nonsurviving organization continue as debts, obligations, or other liabilities of the surviving organization; (5) an action or proceeding pending by or against any nonsurviving organization may be continued as if the merger had not occurred; (6) except as prohibited by law other than this subchapter, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) the merger does not affect the personal liability, if any, of a member or manager of a constituent organization for a debt, obligation, or other liability incurred before the merger is effective; and (9) a surviving organization that is not organized in this state is subject to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state for the debt, obligation, or other liability. (e) Property held for a charitable purpose under the law of this state by a constituent organization immediately before a merger under this section becomes effective may not, as a result of the merger, be diverted from the objects for which it was given, unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the organization obtains an appropriate order of the Pulaski County Circuit Court specifying the disposition of the property. (f) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a nonsurviving organization and that takes effect or remains payable after the merger inures to the surviving organization. A trust obligation that would govern property if transferred to the nonsurviving organization applies to property that is transferred to the surviving organization under this section. Acts 2011, No. 202, § 2.

(a) In this section: (1) "Constituent organization" means an organization that is merged with one or more other organizations including the surviving organization. (2) "Nonsurviving organization" means a constituent organization that is not the surviving organization. (3) "Organization" means an unincorporated nonprofit association, a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business or statutory trust, corporation, or any other legal or commercial entity having a statute governing its formation and operation. The term includes a for-profit or nonprofit organization. (4) "Surviving organization" means an organization into which one or more other organizations are merged.

(1) "Constituent organization" means an organization that is merged with one or more other organizations including the surviving organization.

(2) "Nonsurviving organization" means a constituent organization that is not the surviving organization.

(3) "Organization" means an unincorporated nonprofit association, a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business or statutory trust, corporation, or any other legal or commercial entity having a statute governing its formation and operation. The term includes a for-profit or nonprofit organization.

(4) "Surviving organization" means an organization into which one or more other organizations are merged.

(b) An unincorporated nonprofit association may merge with any organization that is authorized by law to merge with an unincorporated nonprofit association.

(c) A merger involving an unincorporated nonprofit association is subject to the following rules: (1) Each constituent organization shall comply with its governing law. (2) Each party to the merger shall approve a plan of merger. The plan, which must be in a record, must include the following provisions: (A) the name and form of each organization that is a party to the merger; (B) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (C) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; (D) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record; and (E) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration except that the plan of merger may not permit members of an unincorporated nonprofit association to receive merger consideration if a distribution of such consideration would not be permitted in the absence of a merger under §§ 4-28-626 and 4-28-629 . (3) The plan of merger must be approved by the members of each unincorporated nonprofit association that is a constituent organization in the merger. If a plan of merger would impose personal liability for an obligation of a constituent or surviving organization on a member of an association that is a party to the merger, the plan may not take effect unless it is approved in a record by the member. (4) Subject to the contractual rights of third parties, after a plan of merger is approved and at any time before the merger is effective, a constituent organization may amend the plan or abandon the merger as provided in the plan, or except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. (5) Following approval of the plan, a merger under this section is effective: (A) if a constituent organization is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger, when the notice has been given and the approval has been obtained; and (B) if the surviving organization: (i) is an unincorporated nonprofit association, as specified in the plan of merger and upon compliance by any constituent organization that is not an association with any requirements, including any required filings in the office of the Secretary of State, of the organization's governing statute; or (ii) is not an unincorporated nonprofit association, as provided by the statute governing the surviving organization.

(1) Each constituent organization shall comply with its governing law.

(2) Each party to the merger shall approve a plan of merger. The plan, which must be in a record, must include the following provisions: (A) the name and form of each organization that is a party to the merger; (B) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (C) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; (D) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record; and (E) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration except that the plan of merger may not permit members of an unincorporated nonprofit association to receive merger consideration if a distribution of such consideration would not be permitted in the absence of a merger under §§ 4-28-626 and 4-28-629 .

(A) the name and form of each organization that is a party to the merger;

(B) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;

(C) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record;

(D) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record; and

(E) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration except that the plan of merger may not permit members of an unincorporated nonprofit association to receive merger consideration if a distribution of such consideration would not be permitted in the absence of a merger under §§ 4-28-626 and 4-28-629 .

(3) The plan of merger must be approved by the members of each unincorporated nonprofit association that is a constituent organization in the merger. If a plan of merger would impose personal liability for an obligation of a constituent or surviving organization on a member of an association that is a party to the merger, the plan may not take effect unless it is approved in a record by the member.

(4) Subject to the contractual rights of third parties, after a plan of merger is approved and at any time before the merger is effective, a constituent organization may amend the plan or abandon the merger as provided in the plan, or except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.

(5) Following approval of the plan, a merger under this section is effective: (A) if a constituent organization is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger, when the notice has been given and the approval has been obtained; and (B) if the surviving organization: (i) is an unincorporated nonprofit association, as specified in the plan of merger and upon compliance by any constituent organization that is not an association with any requirements, including any required filings in the office of the Secretary of State, of the organization's governing statute; or (ii) is not an unincorporated nonprofit association, as provided by the statute governing the surviving organization.

(A) if a constituent organization is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger, when the notice has been given and the approval has been obtained; and

(B) if the surviving organization: (i) is an unincorporated nonprofit association, as specified in the plan of merger and upon compliance by any constituent organization that is not an association with any requirements, including any required filings in the office of the Secretary of State, of the organization's governing statute; or (ii) is not an unincorporated nonprofit association, as provided by the statute governing the surviving organization.

(i) is an unincorporated nonprofit association, as specified in the plan of merger and upon compliance by any constituent organization that is not an association with any requirements, including any required filings in the office of the Secretary of State, of the organization's governing statute; or

(ii) is not an unincorporated nonprofit association, as provided by the statute governing the surviving organization.

(d) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, obligations, or other liabilities of each nonsurviving organization continue as debts, obligations, or other liabilities of the surviving organization; (5) an action or proceeding pending by or against any nonsurviving organization may be continued as if the merger had not occurred; (6) except as prohibited by law other than this subchapter, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) the merger does not affect the personal liability, if any, of a member or manager of a constituent organization for a debt, obligation, or other liability incurred before the merger is effective; and (9) a surviving organization that is not organized in this state is subject to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state for the debt, obligation, or other liability.

(1) the surviving organization continues or comes into existence;

(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;

(4) all debts, obligations, or other liabilities of each nonsurviving organization continue as debts, obligations, or other liabilities of the surviving organization;

(5) an action or proceeding pending by or against any nonsurviving organization may be continued as if the merger had not occurred;

(6) except as prohibited by law other than this subchapter, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(8) the merger does not affect the personal liability, if any, of a member or manager of a constituent organization for a debt, obligation, or other liability incurred before the merger is effective; and

(9) a surviving organization that is not organized in this state is subject to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state for the debt, obligation, or other liability.

(e) Property held for a charitable purpose under the law of this state by a constituent organization immediately before a merger under this section becomes effective may not, as a result of the merger, be diverted from the objects for which it was given, unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the organization obtains an appropriate order of the Pulaski County Circuit Court specifying the disposition of the property.

(f) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a nonsurviving organization and that takes effect or remains payable after the merger inures to the surviving organization. A trust obligation that would govern property if transferred to the nonsurviving organization applies to property that is transferred to the surviving organization under this section.

Acts 2011, No. 202, § 2.
Ark. Code Ann. § 4-88-102 — AR Code / Title 4 / Chapter 88 / Subchapter 1 / Section 4-88-102
Definitions
Status: in_force

As used in this subchapter: (1) "Actual financial loss" means an ascertainable amount of money that is equal to the difference between the amount paid by a person for goods or services and the actual market value of the goods or services provided to a person; (2) "Caller identification service" means a service offered by a telecommunications provider that provides caller identification information to a device capable of displaying the information; (3) "Charitable organization" means any benevolent, philanthropic, patriotic, civic, or eleemosynary person; (4) "Contribution" means the promise or grant of any money or property of any kind or value; (5) "Goods" means any tangible property, coupons, or certificates, whether bought or leased; (6) "Person" means an individual, organization, group, association, partnership, corporation, or any combination of them; (7) "Promotion" means, for each charitable organization represented, each and every fundraising drive or campaign for which contributions are solicited. Similar or identical promotions on behalf of different charitable organizations constitute separate and distinct promotions; (8) "Services" means work, labor, or other things purchased that do not have physical characteristics; and (9) "Solicitation" means each request for a contribution. Amended by Act 2017, No. 986,§ 2, eff. 8/1/2017. Acts 1991, No. 1177, § 3; 1993, No. 587, § 1; 2003, No. 1465, § 1.

As used in this subchapter:

(1) "Actual financial loss" means an ascertainable amount of money that is equal to the difference between the amount paid by a person for goods or services and the actual market value of the goods or services provided to a person;

(2) "Caller identification service" means a service offered by a telecommunications provider that provides caller identification information to a device capable of displaying the information;

(3) "Charitable organization" means any benevolent, philanthropic, patriotic, civic, or eleemosynary person;

(4) "Contribution" means the promise or grant of any money or property of any kind or value;

(5) "Goods" means any tangible property, coupons, or certificates, whether bought or leased;

(6) "Person" means an individual, organization, group, association, partnership, corporation, or any combination of them;

(7) "Promotion" means, for each charitable organization represented, each and every fundraising drive or campaign for which contributions are solicited. Similar or identical promotions on behalf of different charitable organizations constitute separate and distinct promotions;

(8) "Services" means work, labor, or other things purchased that do not have physical characteristics; and

(9) "Solicitation" means each request for a contribution.

Amended by Act 2017, No. 986,§ 2, eff. 8/1/2017.

Acts 1991, No. 1177, § 3; 1993, No. 587, § 1; 2003, No. 1465, § 1.
Ark. Code Ann. § 4-108-211 — AR Code / Title 4 / Chapter 108 / Subchapter 2 / Section 4-108-211
Title
Status: in_force

This subchapter shall be known and may be cited as the "Engine Fuels, Petroleum Products, and Automotive Lubricants Inspection Act of 2001". Acts 2001, No. 586, § 11.

This subchapter shall be known and may be cited as the "Engine Fuels, Petroleum Products, and Automotive Lubricants Inspection Act of 2001".

Acts 2001, No. 586, § 11.
Ark. Code Ann. § 4-108-208 — AR Code / Title 4 / Chapter 108 / Subchapter 2 / Section 4-108-208
Civil penalties
Status: in_force

(a) (1) Any person who by himself or herself, by his or her servant or agent, or as the servant or agent of another person, commits any of the acts enumerated in § 4-108-207 may be assessed by the State Plant Board a civil penalty of: (A) Not less than one hundred dollars ($100) nor more than three hundred dollars ($300) for a first violation; (B) Not less than four hundred dollars ($400) nor more than six hundred dollars ($600) for a second violation within three (3) years after the date of the first violation; and (C) Not less than seven hundred dollars ($700) nor more than one thousand dollars ($1,000) for a third violation within three (3) years after the date of the first violation. (2) For a violation to be considered as a second or subsequent offense, it must be a repeat of a violation as enumerated in § 4-108-207 . (b) (1) Any person subject to a civil penalty shall have a right to request an administrative hearing within ten (10) calendar days after receipt of the notice of the penalty. (2) The board or a subcommittee of the board shall be authorized to conduct the hearing after giving appropriate notice to the respondent. (3) The decision of the board shall be subject to appropriate judicial review under the Arkansas Administrative Procedure Act, § 25-15-201 et seq. (c) (1) If the respondent has exhausted his or her administrative appeals and the civil penalty has been upheld, he or she shall pay the civil penalty within twenty (20) calendar days after the effective date of the final decision. (2) If the respondent fails to pay the penalty, a civil action may be brought by the director in any court of competent jurisdiction to recover the penalty. (3) Any civil penalty collected under this section shall be transmitted to the Plant Board Fund. Acts 2001, No. 586, § 8.

(a) (1) Any person who by himself or herself, by his or her servant or agent, or as the servant or agent of another person, commits any of the acts enumerated in § 4-108-207 may be assessed by the State Plant Board a civil penalty of: (A) Not less than one hundred dollars ($100) nor more than three hundred dollars ($300) for a first violation; (B) Not less than four hundred dollars ($400) nor more than six hundred dollars ($600) for a second violation within three (3) years after the date of the first violation; and (C) Not less than seven hundred dollars ($700) nor more than one thousand dollars ($1,000) for a third violation within three (3) years after the date of the first violation. (2) For a violation to be considered as a second or subsequent offense, it must be a repeat of a violation as enumerated in § 4-108-207 .

(1) Any person who by himself or herself, by his or her servant or agent, or as the servant or agent of another person, commits any of the acts enumerated in § 4-108-207 may be assessed by the State Plant Board a civil penalty of: (A) Not less than one hundred dollars ($100) nor more than three hundred dollars ($300) for a first violation; (B) Not less than four hundred dollars ($400) nor more than six hundred dollars ($600) for a second violation within three (3) years after the date of the first violation; and (C) Not less than seven hundred dollars ($700) nor more than one thousand dollars ($1,000) for a third violation within three (3) years after the date of the first violation.

(A) Not less than one hundred dollars ($100) nor more than three hundred dollars ($300) for a first violation;

(B) Not less than four hundred dollars ($400) nor more than six hundred dollars ($600) for a second violation within three (3) years after the date of the first violation; and

(C) Not less than seven hundred dollars ($700) nor more than one thousand dollars ($1,000) for a third violation within three (3) years after the date of the first violation.

(2) For a violation to be considered as a second or subsequent offense, it must be a repeat of a violation as enumerated in § 4-108-207 .

(b) (1) Any person subject to a civil penalty shall have a right to request an administrative hearing within ten (10) calendar days after receipt of the notice of the penalty. (2) The board or a subcommittee of the board shall be authorized to conduct the hearing after giving appropriate notice to the respondent. (3) The decision of the board shall be subject to appropriate judicial review under the Arkansas Administrative Procedure Act, § 25-15-201 et seq.

(1) Any person subject to a civil penalty shall have a right to request an administrative hearing within ten (10) calendar days after receipt of the notice of the penalty.

(2) The board or a subcommittee of the board shall be authorized to conduct the hearing after giving appropriate notice to the respondent.

(3) The decision of the board shall be subject to appropriate judicial review under the Arkansas Administrative Procedure Act, § 25-15-201 et seq.

(c) (1) If the respondent has exhausted his or her administrative appeals and the civil penalty has been upheld, he or she shall pay the civil penalty within twenty (20) calendar days after the effective date of the final decision. (2) If the respondent fails to pay the penalty, a civil action may be brought by the director in any court of competent jurisdiction to recover the penalty. (3) Any civil penalty collected under this section shall be transmitted to the Plant Board Fund.

(1) If the respondent has exhausted his or her administrative appeals and the civil penalty has been upheld, he or she shall pay the civil penalty within twenty (20) calendar days after the effective date of the final decision.

(2) If the respondent fails to pay the penalty, a civil action may be brought by the director in any court of competent jurisdiction to recover the penalty.

(3) Any civil penalty collected under this section shall be transmitted to the Plant Board Fund.

Acts 2001, No. 586, § 8.
Ark. Code Ann. § 4-114-110 — AR Code / Title 4 / Chapter 114 / Section 4-114-110
Obligation of reimbursement insurance policy insurers
Status: in_force

(a) (1) A provider is considered to be the agent of the insurer that issued a reimbursement insurance policy for the purpose of obligating an insurer for the acts of its agents, including the collection of moneys not forwarded. (2) If a provider is acting as an administrator and enlists other providers, the provider acting as the administrator shall notify the insurer of the existence and identities of the other providers. (b) This chapter shall not prevent or limit the right of an insurer that issued a reimbursement insurance policy to seek indemnification or subrogation against a provider if the insurer pays or is obligated to pay a service contract holder sums that the provider was obligated to pay pursuant to the provisions of the service contract or under a contractual agreement. Acts 2007, No. 656, § 1.

(a) (1) A provider is considered to be the agent of the insurer that issued a reimbursement insurance policy for the purpose of obligating an insurer for the acts of its agents, including the collection of moneys not forwarded. (2) If a provider is acting as an administrator and enlists other providers, the provider acting as the administrator shall notify the insurer of the existence and identities of the other providers.

(1) A provider is considered to be the agent of the insurer that issued a reimbursement insurance policy for the purpose of obligating an insurer for the acts of its agents, including the collection of moneys not forwarded.

(2) If a provider is acting as an administrator and enlists other providers, the provider acting as the administrator shall notify the insurer of the existence and identities of the other providers.

(b) This chapter shall not prevent or limit the right of an insurer that issued a reimbursement insurance policy to seek indemnification or subrogation against a provider if the insurer pays or is obligated to pay a service contract holder sums that the provider was obligated to pay pursuant to the provisions of the service contract or under a contractual agreement.

Acts 2007, No. 656, § 1.
Ark. Code Ann. § 4-88-109 — AR Code / Title 4 / Chapter 88 / Subchapter 1 / Section 4-88-109
Prohibition of pyramid promotional schemes - Definitions
Status: in_force

(a) A person who promotes any pyramid promotional scheme engages in an unlawful practice. (b) As used in this section: (1) "Bona fide inventory repurchase program" means a program through which an entity repurchases from an independent salesperson current and marketable inventory in possession of the independent salesperson, upon request and upon commercially reasonable terms, when the independent salesperson's business relationship with the entity is terminated; (2) "Commercially reasonable terms" means the repurchase of current and marketable inventory within twelve (12) months after the date of purchase at not less than ninety percent (90%) of the original net cost, less appropriate set-offs and legal claims, if any; (3) "Compensation" means a payment of any money, a thing of value, or financial benefit conferred in return for inducing another person to participate in a pyramid promotional scheme; (4) (A) "Consideration" means the payment of cash or the purchase of goods, services, or intangible property. (B) "Consideration" does not include: (i) The purchase of goods or services furnished at cost to be used in making sales and not for resale; (ii) Time and effort spent in pursuit of sales or recruiting activities; or (iii) Payment for sales demonstration equipment and materials furnished at cost for use in making sales and not for resale; (5) "Inventory" means goods and services, including company-produced promotional materials, sales aids, and sales kits that an entity requires independent salespersons to purchase; (6) "Inventory loading" means the requirement or encouragement by a plan or operation that its independent salesperson purchase inventory in an amount that exceeds the amount that the independent salesperson can expect to resell for ultimate consumption or to use or consume in a reasonable time period, or both; (7) "Person" means an individual, corporation, trust, estate, partnership, unincorporated association, or any other legal or commercial entity; (8) "Promote" means to contrive, prepare, establish, plan, operate, advertise, or otherwise induce or attempt to induce another person to participate in a pyramid promotional scheme; and (9) (A) "Pyramid promotional scheme" means any plan or operation through which a person gives consideration for the opportunity to receive compensation primarily from the introduction of other persons into the plan or operation rather than from the sale and consumption of goods, services, or intangible property by a participant or other persons introduced into the plan or operation. (B) "Pyramid promotional scheme" includes any plan or operation that limits the number of participants either expressly or by the application of conditions affecting the eligibility of a person to receive compensation under the plan or operation, and includes any plan or operation under which a person, on giving any consideration, obtains any goods, services, or intangible property in addition to the right to receive compensation. (c) (1) This section does not prohibit a plan or operation, or define a plan or operation as a pyramid promotional scheme, if all of the following occur: (A) The participants in the plan or operation give consideration in return for the right to receive compensation based upon purchases of goods, services, or intangible property by participants for personal use, consumption, or resale; (B) The plan or operation does not require inventory loading; and (C) The plan or operation implements a bona fide inventory repurchase program. (2) (A) An entity shall clearly describe a bona fide inventory repurchase program in an entity's recruiting literature, sales manual, or contracts with independent salespersons. (B) The recruiting literature, sales manual, or contracts shall disclose any inventory that is not eligible for repurchase under the bona fide inventory repurchase program. (3) A bona fide inventory repurchase program is not required to apply to inventory that is no longer within the inventory's commercially reasonable use or shelf life period or has been used or opened. (d) Before an independent salesperson of an entity purchases inventory, the entity shall clearly document the inventory that is excluded from the bona fide inventory repurchase program as "seasonal", "discontinued", or "special promotion products" and indicate that the inventory is not subject to the bona fide inventory repurchase program. Amended by Act 2019, No. 340,§ 1, eff. 7/24/2019. Acts 1971, No. 92, § 5; A.S.A. 1947, § 70-905; Acts 1991, No. 1177, § 3.

(a) A person who promotes any pyramid promotional scheme engages in an unlawful practice.

(b) As used in this section: (1) "Bona fide inventory repurchase program" means a program through which an entity repurchases from an independent salesperson current and marketable inventory in possession of the independent salesperson, upon request and upon commercially reasonable terms, when the independent salesperson's business relationship with the entity is terminated; (2) "Commercially reasonable terms" means the repurchase of current and marketable inventory within twelve (12) months after the date of purchase at not less than ninety percent (90%) of the original net cost, less appropriate set-offs and legal claims, if any; (3) "Compensation" means a payment of any money, a thing of value, or financial benefit conferred in return for inducing another person to participate in a pyramid promotional scheme; (4) (A) "Consideration" means the payment of cash or the purchase of goods, services, or intangible property. (B) "Consideration" does not include: (i) The purchase of goods or services furnished at cost to be used in making sales and not for resale; (ii) Time and effort spent in pursuit of sales or recruiting activities; or (iii) Payment for sales demonstration equipment and materials furnished at cost for use in making sales and not for resale; (5) "Inventory" means goods and services, including company-produced promotional materials, sales aids, and sales kits that an entity requires independent salespersons to purchase; (6) "Inventory loading" means the requirement or encouragement by a plan or operation that its independent salesperson purchase inventory in an amount that exceeds the amount that the independent salesperson can expect to resell for ultimate consumption or to use or consume in a reasonable time period, or both; (7) "Person" means an individual, corporation, trust, estate, partnership, unincorporated association, or any other legal or commercial entity; (8) "Promote" means to contrive, prepare, establish, plan, operate, advertise, or otherwise induce or attempt to induce another person to participate in a pyramid promotional scheme; and (9) (A) "Pyramid promotional scheme" means any plan or operation through which a person gives consideration for the opportunity to receive compensation primarily from the introduction of other persons into the plan or operation rather than from the sale and consumption of goods, services, or intangible property by a participant or other persons introduced into the plan or operation. (B) "Pyramid promotional scheme" includes any plan or operation that limits the number of participants either expressly or by the application of conditions affecting the eligibility of a person to receive compensation under the plan or operation, and includes any plan or operation under which a person, on giving any consideration, obtains any goods, services, or intangible property in addition to the right to receive compensation.

(1) "Bona fide inventory repurchase program" means a program through which an entity repurchases from an independent salesperson current and marketable inventory in possession of the independent salesperson, upon request and upon commercially reasonable terms, when the independent salesperson's business relationship with the entity is terminated;

(2) "Commercially reasonable terms" means the repurchase of current and marketable inventory within twelve (12) months after the date of purchase at not less than ninety percent (90%) of the original net cost, less appropriate set-offs and legal claims, if any;

(3) "Compensation" means a payment of any money, a thing of value, or financial benefit conferred in return for inducing another person to participate in a pyramid promotional scheme;

(4) (A) "Consideration" means the payment of cash or the purchase of goods, services, or intangible property. (B) "Consideration" does not include: (i) The purchase of goods or services furnished at cost to be used in making sales and not for resale; (ii) Time and effort spent in pursuit of sales or recruiting activities; or (iii) Payment for sales demonstration equipment and materials furnished at cost for use in making sales and not for resale;

(A) "Consideration" means the payment of cash or the purchase of goods, services, or intangible property.

(B) "Consideration" does not include: (i) The purchase of goods or services furnished at cost to be used in making sales and not for resale; (ii) Time and effort spent in pursuit of sales or recruiting activities; or (iii) Payment for sales demonstration equipment and materials furnished at cost for use in making sales and not for resale;

(i) The purchase of goods or services furnished at cost to be used in making sales and not for resale;

(ii) Time and effort spent in pursuit of sales or recruiting activities; or

(iii) Payment for sales demonstration equipment and materials furnished at cost for use in making sales and not for resale;

(5) "Inventory" means goods and services, including company-produced promotional materials, sales aids, and sales kits that an entity requires independent salespersons to purchase;

(6) "Inventory loading" means the requirement or encouragement by a plan or operation that its independent salesperson purchase inventory in an amount that exceeds the amount that the independent salesperson can expect to resell for ultimate consumption or to use or consume in a reasonable time period, or both;

(7) "Person" means an individual, corporation, trust, estate, partnership, unincorporated association, or any other legal or commercial entity;

(8) "Promote" means to contrive, prepare, establish, plan, operate, advertise, or otherwise induce or attempt to induce another person to participate in a pyramid promotional scheme; and

(9) (A) "Pyramid promotional scheme" means any plan or operation through which a person gives consideration for the opportunity to receive compensation primarily from the introduction of other persons into the plan or operation rather than from the sale and consumption of goods, services, or intangible property by a participant or other persons introduced into the plan or operation. (B) "Pyramid promotional scheme" includes any plan or operation that limits the number of participants either expressly or by the application of conditions affecting the eligibility of a person to receive compensation under the plan or operation, and includes any plan or operation under which a person, on giving any consideration, obtains any goods, services, or intangible property in addition to the right to receive compensation.

(A) "Pyramid promotional scheme" means any plan or operation through which a person gives consideration for the opportunity to receive compensation primarily from the introduction of other persons into the plan or operation rather than from the sale and consumption of goods, services, or intangible property by a participant or other persons introduced into the plan or operation.

(B) "Pyramid promotional scheme" includes any plan or operation that limits the number of participants either expressly or by the application of conditions affecting the eligibility of a person to receive compensation under the plan or operation, and includes any plan or operation under which a person, on giving any consideration, obtains any goods, services, or intangible property in addition to the right to receive compensation.

(c) (1) This section does not prohibit a plan or operation, or define a plan or operation as a pyramid promotional scheme, if all of the following occur: (A) The participants in the plan or operation give consideration in return for the right to receive compensation based upon purchases of goods, services, or intangible property by participants for personal use, consumption, or resale; (B) The plan or operation does not require inventory loading; and (C) The plan or operation implements a bona fide inventory repurchase program. (2) (A) An entity shall clearly describe a bona fide inventory repurchase program in an entity's recruiting literature, sales manual, or contracts with independent salespersons. (B) The recruiting literature, sales manual, or contracts shall disclose any inventory that is not eligible for repurchase under the bona fide inventory repurchase program. (3) A bona fide inventory repurchase program is not required to apply to inventory that is no longer within the inventory's commercially reasonable use or shelf life period or has been used or opened.

(1) This section does not prohibit a plan or operation, or define a plan or operation as a pyramid promotional scheme, if all of the following occur: (A) The participants in the plan or operation give consideration in return for the right to receive compensation based upon purchases of goods, services, or intangible property by participants for personal use, consumption, or resale; (B) The plan or operation does not require inventory loading; and (C) The plan or operation implements a bona fide inventory repurchase program.

(A) The participants in the plan or operation give consideration in return for the right to receive compensation based upon purchases of goods, services, or intangible property by participants for personal use, consumption, or resale;

(B) The plan or operation does not require inventory loading; and

(C) The plan or operation implements a bona fide inventory repurchase program.

(2) (A) An entity shall clearly describe a bona fide inventory repurchase program in an entity's recruiting literature, sales manual, or contracts with independent salespersons. (B) The recruiting literature, sales manual, or contracts shall disclose any inventory that is not eligible for repurchase under the bona fide inventory repurchase program.

(A) An entity shall clearly describe a bona fide inventory repurchase program in an entity's recruiting literature, sales manual, or contracts with independent salespersons.

(B) The recruiting literature, sales manual, or contracts shall disclose any inventory that is not eligible for repurchase under the bona fide inventory repurchase program.

(3) A bona fide inventory repurchase program is not required to apply to inventory that is no longer within the inventory's commercially reasonable use or shelf life period or has been used or opened.

(d) Before an independent salesperson of an entity purchases inventory, the entity shall clearly document the inventory that is excluded from the bona fide inventory repurchase program as "seasonal", "discontinued", or "special promotion products" and indicate that the inventory is not subject to the bona fide inventory repurchase program.

Amended by Act 2019, No. 340,§ 1, eff. 7/24/2019.

Acts 1971, No. 92, § 5; A.S.A. 1947, § 70-905; Acts 1991, No. 1177, § 3.
Ark. Code Ann. § 4-26-814 — AR Code / Title 4 / Chapter 26 / Subchapter 8 / Section 4-26-814
Indemnification of officers, directors, employees, and agents
Status: in_force

(a) (1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed actions, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. (2) The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless, and only to the extent that, the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsection (a) or subsection (b) of this section or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under subsection (a) or subsection (b) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standards of conduct set forth in subsection (a) or subsection (b) of this section. The determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or, if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. (e) Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized in the manner provided in subsection (d) of this section upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay that amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this section. (f) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against liability under the provisions of this section. (h) The powers and duties of a corporation to indemnify any person under this section shall apply with equal force whether an action, suit, or proceeding is threatened or commenced in this state or outside this state. (i) This section shall apply to any action, suit, or proceeding threatened or commenced prior to February 12, 1973, which had not been finally disposed of prior to February 12, 1973, and also shall apply to any action, suit, or proceeding threatened or commenced after February 12, 1973, but which is based in whole or in part on actions that occurred prior to February 12, 1973. Acts 1965, No. 576, § 50; 1973, No. 94, §§ 1, 4; A.S.A. 1947, §§ 64-309, 64-309n.

(a) (1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed actions, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. (2) The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed actions, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(2) The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless, and only to the extent that, the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsection (a) or subsection (b) of this section or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection therewith.

(d) Any indemnification under subsection (a) or subsection (b) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standards of conduct set forth in subsection (a) or subsection (b) of this section. The determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or, if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.

(e) Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized in the manner provided in subsection (d) of this section upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay that amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this section.

(f) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against liability under the provisions of this section.

(h) The powers and duties of a corporation to indemnify any person under this section shall apply with equal force whether an action, suit, or proceeding is threatened or commenced in this state or outside this state.

(i) This section shall apply to any action, suit, or proceeding threatened or commenced prior to February 12, 1973, which had not been finally disposed of prior to February 12, 1973, and also shall apply to any action, suit, or proceeding threatened or commenced after February 12, 1973, but which is based in whole or in part on actions that occurred prior to February 12, 1973.

Acts 1965, No. 576, § 50; 1973, No. 94, §§ 1, 4; A.S.A. 1947, §§ 64-309, 64-309n.
Ark. Code Ann. § 4-37-805 — AR Code / Title 4 / Chapter 37 / Subchapter 8 / Section 4-37-805
Effective date
Status: in_force

This chapter takes effect on October 1, 2019. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

This chapter takes effect on October 1, 2019.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-5-106 — AR Code / Title 4 / Chapter 5 / Section 4-5-106
Issuance, amendment, cancellation, and duration
Status: in_force

(a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides. (b) After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent. (c) If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one (1) year after its stated date of issuance or, if none is stated, after the date on which it is issued. (d) A letter of credit that states that it is perpetual expires five (5) years after its stated date of issuance, or if none is stated, after the date on which it is issued. (e) The provisions of subsections (c) and (d) of this section shall not apply to letters of credit issued at any time to the Workers' Compensation Commission. Acts 1997, No. 1070, § 1; 1999, No. 1265, § 1.

(a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.

(b) After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.

(c) If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one (1) year after its stated date of issuance or, if none is stated, after the date on which it is issued.

(d) A letter of credit that states that it is perpetual expires five (5) years after its stated date of issuance, or if none is stated, after the date on which it is issued.

(e) The provisions of subsections (c) and (d) of this section shall not apply to letters of credit issued at any time to the Workers' Compensation Commission.

Acts 1997, No. 1070, § 1; 1999, No. 1265, § 1.
Ark. Code Ann. § 4-58-107 — AR Code / Title 4 / Chapter 58 / Section 4-58-107
Vendor's lien inures to benefit of assignee
Status: in_force

The lien or equity held or possessed by the vendor of any real estate for the sale of the real estate shall inure to the benefit of any assignee of the notes or obligations given for the purchase money of the real estate, and the lien or equity shall be assignable and payable by endorsement or otherwise, in the hands of the assignee, and any such assignee may maintain an action or suit to enforce the lien or equity if the lien or equity is expressed upon or appears from the face of the deed of conveyance. Civil Code, § 28; Acts 1873, No. 88, § 1[28], p. 213; C. & M. Dig., § 476; Pope's Dig., § 513; A.S.A. 1947, § 68-802.

The lien or equity held or possessed by the vendor of any real estate for the sale of the real estate shall inure to the benefit of any assignee of the notes or obligations given for the purchase money of the real estate, and the lien or equity shall be assignable and payable by endorsement or otherwise, in the hands of the assignee, and any such assignee may maintain an action or suit to enforce the lien or equity if the lien or equity is expressed upon or appears from the face of the deed of conveyance.

Civil Code, § 28; Acts 1873, No. 88, § 1[28], p. 213; C. & M. Dig., § 476; Pope's Dig., § 513; A.S.A. 1947, § 68-802.
Ark. Code Ann. § 4-38-904 — AR Code / Title 4 / Chapter 38 / Subchapter 9 / Section 4-38-904
Amendment of foreign registration statement
Status: in_force

A registered foreign limited liability company shall deliver to the Secretary of State for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the company; (2) the company's jurisdiction of formation; (3) an address required by § 4-38-903(4) ; or (4) the information required by § 4-38-903(5) . Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

A registered foreign limited liability company shall deliver to the Secretary of State for filing an amendment to its foreign registration statement if there is a change in:

(1) the name of the company;

(2) the company's jurisdiction of formation;

(3) an address required by § 4-38-903(4) ; or

(4) the information required by § 4-38-903(5) .

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-46-905 — AR Code / Title 4 / Chapter 46 / Subchapter 9 / Section 4-46-905
Effect of conversion
Status: in_force

(a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting organization remains vested in the converted organization; (2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) Except as otherwise agreed, the conversion does not dissolve a converting partnership under § 4-46-801 et seq. (c) (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation. (2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization: (A) Fails to appoint an agent for service of process under § 4-20-112 ; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served. Acts 2009, No. 408, § 6.

(a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect: (1) All property owned by the converting organization remains vested in the converted organization; (2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) Except as otherwise agreed, the conversion does not dissolve a converting partnership under § 4-46-801 et seq.

(1) All property owned by the converting organization remains vested in the converted organization;

(2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;

(3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;

(4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

(5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and

(6) Except as otherwise agreed, the conversion does not dissolve a converting partnership under § 4-46-801 et seq.

(c) (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation. (2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization: (A) Fails to appoint an agent for service of process under § 4-20-112 ; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served.

(1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation.

(2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization: (A) Fails to appoint an agent for service of process under § 4-20-112 ; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served.

(A) Fails to appoint an agent for service of process under § 4-20-112 ;

(B) No longer has an agent for service of process; or

(C) Has an agent for service of process that cannot with reasonable diligence be served.

Acts 2009, No. 408, § 6.
Ark. Code Ann. § 4-18-305 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-305
Requirements for packaging and labeling
Status: in_force

The Uniform Packaging and Labeling Regulation as adopted by the National Conference on Weights and Measures and published in the National Institute of Standards and Technology Handbook 130, "Uniform Laws and Regulations," and supplements thereto or revisions thereof, shall apply to packaging and labeling in the state, as adopted, or amended and adopted, by rule of the State Plant Board. Acts 2001, No. 587, § 5.

The Uniform Packaging and Labeling Regulation as adopted by the National Conference on Weights and Measures and published in the National Institute of Standards and Technology Handbook 130, "Uniform Laws and Regulations," and supplements thereto or revisions thereof, shall apply to packaging and labeling in the state, as adopted, or amended and adopted, by rule of the State Plant Board.

Acts 2001, No. 587, § 5.
Ark. Code Ann. § 4-47-1108 — AR Code / Title 4 / Chapter 47 / Subchapter 11 / Section 4-47-1108
Filings required for merger - Effective date
Status: in_force

(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (2) each other preexisting constituent organization, by an authorized representative. (b) The articles of merger must include: (1) the name and form of each constituent organization and the jurisdiction of its governing statute; (2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect; (3) the date the merger is effective under the governing statute of the surviving organization; (4) if the surviving organization is to be created by the merger: (A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or (B) if it will be an organization other than a limited partnership, the organizational document that creates the organization; (5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization; (6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (7) a statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this State; and (8) any additional information required by the governing statute of any constituent organization. (c) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the Secretary of State. (d) A merger becomes effective under this subchapter: (1) if the surviving organization is a limited partnership, upon the later of: (A) compliance with subsection (c); or (B) subject to § 4-47-206(c) , as specified in the articles of merger; (2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization. Acts 2007, No. 15, § 1; 2007, No. 638, § 67; 2009, No. 814, § 18.

(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (2) each other preexisting constituent organization, by an authorized representative.

(1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and

(2) each other preexisting constituent organization, by an authorized representative.

(b) The articles of merger must include: (1) the name and form of each constituent organization and the jurisdiction of its governing statute; (2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect; (3) the date the merger is effective under the governing statute of the surviving organization; (4) if the surviving organization is to be created by the merger: (A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or (B) if it will be an organization other than a limited partnership, the organizational document that creates the organization; (5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization; (6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (7) a statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this State; and (8) any additional information required by the governing statute of any constituent organization.

(1) the name and form of each constituent organization and the jurisdiction of its governing statute;

(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;

(3) the date the merger is effective under the governing statute of the surviving organization;

(4) if the surviving organization is to be created by the merger: (A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or (B) if it will be an organization other than a limited partnership, the organizational document that creates the organization;

(A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or

(B) if it will be an organization other than a limited partnership, the organizational document that creates the organization;

(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;

(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

(7) a statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this State; and

(8) any additional information required by the governing statute of any constituent organization.

(c) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the Secretary of State.

(d) A merger becomes effective under this subchapter: (1) if the surviving organization is a limited partnership, upon the later of: (A) compliance with subsection (c); or (B) subject to § 4-47-206(c) , as specified in the articles of merger; (2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.

(1) if the surviving organization is a limited partnership, upon the later of: (A) compliance with subsection (c); or (B) subject to § 4-47-206(c) , as specified in the articles of merger;

(A) compliance with subsection (c); or

(B) subject to § 4-47-206(c) , as specified in the articles of merger;

(2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.

Acts 2007, No. 15, § 1; 2007, No. 638, § 67; 2009, No. 814, § 18.
Ark. Code Ann. § 4-34-105 — AR Code / Title 4 / Chapter 34 / Section 4-34-105
Conversion of nonprofit corporations
Status: in_force

(a) A corporation organized under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., or the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq., may convert to a corporation authorized by this chapter by filing with the circuit court of the county in which the main office or principal place of business of the corporation is located signed and verified articles of incorporation and a statement that the nonprofit corporation desires to convert to a corporation authorized by this chapter. (b) If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving conversion to a corporation authorized by this chapter. (c) If the court approves the conversion, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the conversion shall be transmitted to the Secretary of State, who shall, when a fee of one hundred dollars ($100) has been paid: (1) File the original of the articles in his or her office; and (2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word "filed" and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative. (d) The new corporation shall obtain all the assets, liabilities, and obligations of the nonprofit corporation, and the obligations of the nonprofit corporation shall cease to exist on the date that the Secretary of State issues the certificate of incorporation. Acts 1999, No. 880, § 5.

(a) A corporation organized under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., or the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq., may convert to a corporation authorized by this chapter by filing with the circuit court of the county in which the main office or principal place of business of the corporation is located signed and verified articles of incorporation and a statement that the nonprofit corporation desires to convert to a corporation authorized by this chapter.

(b) If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving conversion to a corporation authorized by this chapter.

(c) If the court approves the conversion, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the conversion shall be transmitted to the Secretary of State, who shall, when a fee of one hundred dollars ($100) has been paid: (1) File the original of the articles in his or her office; and (2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word "filed" and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative.

(1) File the original of the articles in his or her office; and

(2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word "filed" and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative.

(d) The new corporation shall obtain all the assets, liabilities, and obligations of the nonprofit corporation, and the obligations of the nonprofit corporation shall cease to exist on the date that the Secretary of State issues the certificate of incorporation.

Acts 1999, No. 880, § 5.