reglab/housing_qa huggingface dataset:
AR Code § 4-26-812 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 8 - Directors and Officers|§ 4-26-812. Officers

 (a)  (1) The officers of a corporation shall consist of a president, one (1) or more vice presidents as may be prescribed by the bylaws, a secretary, and a treasurer, each of whom shall be elected by the board of directors at such time and in such manner as may be prescribed by the bylaws.  (2) Other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the bylaws.  (3) Any two (2) or more offices may be held by the same person, except the offices of president and secretary; provided, however, in the case of a one-shareholder corporation or where all of the voting stock of a corporation shall be owned by only one (1) stockholder any two (2) or more offices may be held by the same person.    (b) All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the bylaws, or as may be determined by resolution of the board of directors not inconsistent with the bylaws.
AR Code § 4-26-813 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 8 - Directors and Officers|§ 4-26-813. Removal of officers

 Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
AR Code § 4-26-901 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 9 - Mortgage, Sale, Etc., of Assets|§ 4-26-901. Corporate indebtedness — Mortgage of assets authorized

 In authorizing the procurement of corporate loans, the creation of obligations under which the corporation is to be primarily or secondarily liable; the issuance of corporate notes, bonds, and other obligations; and the mortgage and pledge of all or any part of the corporate assets, including after-acquired property, as security for any obligation so incurred, the board of directors shall not be required to procure any consent from or authorization by the shareholders except in the instance of the increase of bonded indebtedness of the corporation. Where the bonded indebtedness is increased within the meaning of Arkansas Constitution, Article 12, § 8, shareholders' authorization of both the creation of the additional indebtedness and the lien securing the same shall be required in conformity with the constitutional provision.
AR Code § 4-26-902 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 9 - Mortgage, Sale, Etc., of Assets|§ 4-26-902. Sale, lease, or exchange of assets in regular course of business

 The sale, lease, or exchange of all or substantially all the property and assets of a corporation, when made in the usual and regular course of the business of the corporation, may be made upon such terms and conditions and for such considerations, which may consist in whole or in part of money or real or personal property including shares of any other domestic or foreign corporation, as shall be authorized by its board of directors. In this case, no authorization or consent of the shareholders shall be required.
AR Code § 4-26-903 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 9 - Mortgage, Sale, Etc., of Assets|§ 4-26-903. Sale, lease, or exchange of assets other than in regular course of business

 (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.
AR Code § 4-26-1001 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1001. Definitions

 As used in this subchapter:   (1) “Constituent corporation” means a constituent organization that is a corporation;  (2) “Constituent organization” means an organization that is party to a merger;  (3) “Converted organization” means the organization into which a converting organization converts under §§ 4-26-1002 — 4-26-1005;  (4) “Converting corporation” means a converting organization that is a corporation;  (5) “Converting organization” means an organization that converts into another organization under § 4-26-1002;  (6) “Governing statute” of an organization means the statute that governs the organization's internal affairs;  (7) “In a record” means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;  (8)  (A) “Organization” means:  (i) A partnership, including a limited liability partnership;  (ii) A limited partnership, including a limited liability limited partnership;  (iii) A limited liability company;  (iv) A business trust;  (v) A corporation; or  (vi) Any other entity that has a governing statute.    (B) “Organization” includes a domestic or foreign organization whether or not the organization is organized for profit;    (9) “Organizational documents” means:  (A) For a domestic or foreign general partnership, its partnership agreement and, if applicable, statement of qualification;  (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;  (C) For a domestic or foreign limited liability company, its articles of organization and operating agreement or the comparable records provided for in its governing statute;  (D) For a business trust, its agreement of trust and declaration of trust;  (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and agreements among its shareholders that are authorized by its governing statute or the comparable records provided for in its governing statute; and  (F) For any other organization, the records that:  (i) Create the organization;  (ii) Determine the internal governance of the organization; and  (iii) Determine the relations among the organization's owners, members, and interested parties; and      (10) “Surviving organization” means an organization into which one (1) or more other organizations are merged.
AR Code § 4-26-1002 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1002. Conversion

 (a) An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§ 4-26-1003 — 4-26-1005 and a plan of conversion if the:  (1) Other organization's governing statute authorizes the conversion and is complied with; and  (2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.    (b) A plan of conversion must be in a record and must include the:  (1) Name and form of the organization before conversion;  (2) Name and form of the organization after conversion;  (3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and  (4) Organizational documents of the converted organization.
AR Code § 4-26-1003 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1003. Action on plan of conversion by converting corporation

 (a) A plan of conversion may be approved if the:  (1) Board of directors recommends the plan of conversion to the shareholders, unless the board of directors:  (A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and  (B) Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and    (2) Shareholders approve the plan by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares entitled to vote.    (b) The board of directors may condition its submission of the proposed conversion on any basis.  (c)  (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting:  (A) Not less than twenty (20) days before the meeting; and  (B) In the manner provided in § 4-26-703 for giving notice of meetings of shareholders.    (2) The notice shall:  (A) State that a purpose of the meeting is to consider the plan of conversion; and  (B) Contain or be accompanied by a copy or summary of the plan.      (d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by at least two-thirds (2/3) of all the votes entitled to be cast on the plan by the voting group.  (e) Subject to any contractual rights, until a conversion is filed under § 4-26-1004, a converting corporation may amend the plan or abandon the planned conversion:  (1) As provided in the plan; and  (2) Except as prohibited by the plan, by the same consent required to approve the plan.
AR Code § 4-26-1004 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1004. Filings required for conversion — Effective date

 (a)  (1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.  (2) The articles of conversion shall include:  (A) A statement that the corporation has been converted into another organization;  (B) The name and form of the converted organization and the jurisdiction of its governing statute;  (C) The date the conversion is effective under the governing statute of the converted organization;  (D) A statement that the conversion was approved as required by this chapter;  (E) A statement that the conversion was approved as required by the governing statute of the converted organization;  (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and  (G)  (i) A copy of the plan of conversion; or  (ii) A statement that:  (a) Contains the address of an office of the organization where the plan of conversion is on file; and  (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.          (b)  (1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.  (2) The articles of incorporation shall include, in addition to the information required by § 4-26-202:  (A) A statement that the corporation was converted from another organization;  (B) The name and form of the converting organization and the jurisdiction of its governing statute; and  (C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.      (c) A conversion becomes effective:  (1) If the converted organization is a corporation, when the articles of incorporation take effect; and  (2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization.
AR Code § 4-26-1005 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1005. Effect of conversion

 (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 corporation under § 4-26-1101 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 corporation if before the conversion the converting corporation 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.
AR Code § 4-26-1006 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1006. Merger

 (a) A corporation may merge with one (1) or more other constituent organizations under this section and §§ 4-26-1007 — 4-26-1010 and a plan of merger if:  (1) The governing statute of each of the other organizations authorizes the merger;  (2) The merger is not prohibited by the law of a jurisdiction that enacted the governing statute; and  (3) Each of the other organizations complies with its governing statute in effecting the merger.    (b) A plan of merger shall be in a record and shall include:  (1) The name and form of each constituent organization;  (2) The name and form of the surviving organization;  (3) 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; and  (4) Any amendments to be made by the merger to the surviving organization's organizational documents.
AR Code § 4-26-1008 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1008. Merger of subsidiary

 (a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation.  (b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth:  (1) The names of the parent corporation and the subsidiary corporation; and  (2) The manner and basis of converting the shares of the subsidiary corporation into:  (A) Shares, obligations, or other securities of the parent corporation or any other corporation; or  (B) Cash or other property.      (c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary corporation who does not waive the mailing requirement in writing.  (d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.  (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in § 4-26-307.
AR Code § 4-26-1009 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1009. Filings required for merger — Effective date

 (a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization.  (b) The articles of merger shall 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 and the jurisdiction of its governing statute;  (3) The date the merger is effective under the governing statute of the surviving organization;  (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization;  (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;  (6) 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;  (7)  (A) A copy of the plan of merger; or  (B) A statement that:  (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and  (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and      (8) Any additional information required by the governing statute of any constituent organization.    (c) Each constituent organization 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 corporation, upon the later of:  (A) Compliance with subsection (c) of this section; or  (B) The date specified in the articles of merger; or    (2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization.
AR Code § 4-26-1010 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1010. Effect of merger

 (a) 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, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;  (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;  (6) Except as prohibited by other law, 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) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for purposes of § 4-26-1101 et seq.; and  (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.    (b)  (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.  (2) A surviving 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 surviving 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.
AR Code § 4-26-1012 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 26 - Business Corporations Generally|Subchapter 10 - Conversion and Merger|§ 4-26-1012. Chapter not exclusive

 This chapter does not preclude an organization from being converted or merged under other law.