reglab/housing_qa huggingface dataset:
AR Code § 4-27-824 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part B - : Meetings and Action of the Board|§ 4-27-824. Quorum and voting

 (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:  (1) a majority of the fixed number of directors if the corporation has a fixed board size; or  (2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.    (b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a) of this section.  (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.  (d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
AR Code § 4-27-825 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part B - : Meetings and Action of the Board|§ 4-27-825. Committees

 (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint members of the board of directors to serve on them. Each committee must have two (2) or more members, who serve at the pleasure of the board of directors.  (b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under § 4-27-824.  (c) Sections 4-27-820 — 4-27-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.  (d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under § 4-27-801.  (e) A committee may not, however:  (1) authorize distributions;  (2) approve or propose to shareholders action that this chapter requires be approved by shareholders;  (3) fill vacancies on the board of directors or on any of its committees;  (4) amend articles of incorporation pursuant to § 4-27-1002;  (5) adopt, amend, or repeal bylaws;  (6) approve a plan of merger not requiring shareholder approval;  (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or  (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within the limits specifically prescribed by the board of directors.    (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 4-27-830.
AR Code § 4-27-830 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part C - : Standards of Conduct|§ 4-27-830. General standards for directors

 (a) A director shall discharge his duties as a director, including his duties as a member of a committee:  (1) in good faith;  (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (3) in a manner he reasonably believes to be in the best interests of the corporation.    (b) In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) one (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;  (2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or  (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.    (c) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.  (d) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.
AR Code § 4-27-832 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part C - : Standards of Conduct|§ 4-27-832. Loans to directors

 (a) Except as provided by subsection (c) of this section, a corporation may not lend money to or guarantee the obligation of a director of the corporation unless:  (1) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or  (2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.    (b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.  (c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.
AR Code § 4-27-833 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part C - : Standards of Conduct|§ 4-27-833. Liability for unlawful distributions

 (a) Unless he complies with the applicable standards of conduct described in § 4-27-830, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.  (b) A director held liable for an unlawful distribution under subsection (a) of this section is entitled to contribution:  (1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 4-27-830; and  (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation.
AR Code § 4-27-840 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part D - : Officers|§ 4-27-840. Required officers

 (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.  (b) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.  (c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.  (d) The same individual may simultaneously hold more than one (1) office in a corporation.
AR Code § 4-27-841 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part D - : Officers|§ 4-27-841. Duties of officers

 Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
AR Code § 4-27-842 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part D - : Officers|§ 4-27-842. Standards of conduct for officers

 (a) An officer with discretionary authority shall discharge his duties under that authority:  (1) in good faith;  (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (3) in a manner he reasonably believes to be in the best interests of the corporation.    (b) In discharging his duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) one (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or  (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.    (c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.  (d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.
AR Code § 4-27-843 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part D - : Officers|§ 4-27-843. Resignation and removal of officers

 (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.  (b) A board of directors may remove any officer at any time with or without cause.
AR Code § 4-27-844 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification|Part D - : Officers|§ 4-27-844. Contract rights of officers

 (a) The appointment of an officer does not itself create contract rights.  (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
AR Code § 4-27-1001 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 10 - Amendment of Articles of Incorporation and Bylaws|Part A - : Amendment of Articles of Incorporation|§ 4-27-1001. Authority to amend

 (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.  (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
AR Code § 4-27-1002 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 10 - Amendment of Articles of Incorporation and Bylaws|Part A - : Amendment of Articles of Incorporation|§ 4-27-1002. Amendment by board of directors

 Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action:   (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;  (2) to delete the names and addresses of the initial directors;  (3) to change the information required by § 4-20-105(a);  (4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;  (5) to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or  (6) to make any other change expressly permitted by this chapter to be made without shareholder action.
AR Code § 4-27-1003 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 10 - Amendment of Articles of Incorporation and Bylaws|Part A - : Amendment of Articles of Incorporation|§ 4-27-1003. Amendment by board of directors and shareholders

 (a) A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders.  (b) For the amendment to be adopted:  (1) the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and  (2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this section.    (c) The board of directors may condition its submission of the proposed amendment on any basis.  (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.  (e) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:  (1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and  (2) the votes required by § 4-27-725 and § 4-27-726 by every other voting group entitled to vote on the amendment.
AR Code § 4-27-1004 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 10 - Amendment of Articles of Incorporation and Bylaws|Part A - : Amendment of Articles of Incorporation|§ 4-27-1004. Voting on amendments by voting groups

 (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment if the amendment would:  (1) increase or decrease the aggregate number of authorized shares of the class;  (2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;  (3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;  (4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;  (5) change the shares of all or part of the class into a different number of shares of the same class;  (6) create a new class of shares having rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;  (7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;  (8) limit or deny an existing preemptive right of all or part of the shares of the class; or  (9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.    (b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.  (c) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.  (d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
AR Code § 4-27-1005 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 10 - Amendment of Articles of Incorporation and Bylaws|Part A - : Amendment of Articles of Incorporation|§ 4-27-1005. Amendment before issuance of shares

 If a corporation has not yet issued shares, its incorporators or board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation.
AR Code § 4-27-1006 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 10 - Amendment of Articles of Incorporation and Bylaws|Part A - : Amendment of Articles of Incorporation|§ 4-27-1006. Articles of amendment

 A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:   (1) the name of the corporation;  (2) the text of each amendment adopted;  (3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;  (4) the date of each amendment's adoption;  (5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;  (6) if an amendment was approved by the shareholders:  (i) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting;  (ii) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
AR Code § 4-27-1007 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 10 - Amendment of Articles of Incorporation and Bylaws|Part A - : Amendment of Articles of Incorporation|§ 4-27-1007. Restated articles of incorporation

 (a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.  (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in § 4-27-1003.  (c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.  (d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:  (1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or  (2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by § 4-27-1006.    (e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.  (f) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d) of this section.