reglab/housing_qa huggingface dataset:
AR Code § 4-27-1008 (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|§ 4-27-1008. Amendment pursuant to reorganization

 (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by § 4-27-202.  (b) The individual or individuals designated by the court 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 approved by the court;  (3) the date of the court's order or decree approving the articles of amendment;  (4) the title of the reorganization proceeding in which the order or decree was entered; and  (5) a statement that the court had jurisdiction of the proceeding under federal statute.    (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.  (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
AR Code § 4-27-1009 (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|§ 4-27-1009. Effect of amendment

 An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
AR Code § 4-27-1020 (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 B - : Amendment of Bylaws|§ 4-27-1020. Amendment of the bylaws by board of directors or shareholders

 (a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:  (1) the articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or  (2) the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.    (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
AR Code § 4-27-1021 (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 B - : Amendment of Bylaws|§ 4-27-1021. Bylaw increasing quorum or voting requirement for shareholders

 (a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.  (b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended, or repealed by the board of directors.
AR Code § 4-27-1022 (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 B - : Amendment of Bylaws|§ 4-27-1022. Bylaw increasing quorum or voting requirement for directors

 (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:  (1) if originally adopted by the shareholders, only by the shareholders;  (2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.    (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.  (c) Action by the board of directors under subdivision (a)(2) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
AR Code § 4-27-1301 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part A - : Right to Dissent and Obtain Payment for Shares|§ 4-27-1301. Definitions

 In this subchapter:   (1) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.  (2) “Dissenter” means a shareholder who is entitled to dissent from corporate action under § 4-27-1302 and who exercises that right when and in the manner required by §§ 4-27-1320 — 4-27-1328.  (3) “Fair value”, with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.  (4) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.  (5) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.  (6) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.  (7) “Shareholder” means the record shareholder or the beneficial shareholder.
AR Code § 4-27-1302 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part A - : Right to Dissent and Obtain Payment for Shares|§ 4-27-1302. Right of dissent

 (a) A shareholder is entitled to dissent from and obtain payment of the fair value of the shareholder's shares in the event of any of the following corporate actions:  (1) Consummation of a plan of conversion to which the corporation is a party;  (2) Consummation of a plan of merger to which the corporation is a party if:  (A) Shareholder approval is required for the merger by § 4-27-1107 or the articles of incorporation and the shareholder is entitled to vote on the merger; or  (B) The corporation is a subsidiary that is merged with its parent under § 4-27-1108;    (3) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;  (4) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale under court order or a sale for cash under a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale;  (5) An amendment to the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it:  (i) Alters or abolishes a preferential right of the shares;  (ii) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares;  (iii) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;  (iv) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or  (v) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under § 4-27-604; or    (6) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provide that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.    (b) A shareholder entitled to dissent and obtain payment for the shareholder's shares under this subchapter may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
AR Code § 4-27-1303 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part A - : Right to Dissent and Obtain Payment for Shares|§ 4-27-1303. Dissent by nominees and beneficial owners

 (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.  (b) A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if:  (1) he submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and  (2) he does so with respect to all shares of which he is the beneficial shareholder or over which he has power to direct the vote.
AR Code § 4-27-1320 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1320. Notice of dissenters' rights

 (a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.  (b) If corporate action creating dissenters' rights under § 4-27-1302 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in § 4-27-1322.
AR Code § 4-27-1321 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1321. Notice of intent to demand payment

 (a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights (1) must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated and (2) must not vote his shares in favor of the proposed action.  (b) A shareholder who does not satisfy the requirements of subsection (a) of this section is not entitled to payment for his shares under this subchapter.
AR Code § 4-27-1322 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1322. Dissenters' notice

 (a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of § 4-27-1321.  (b) The dissenters' notice must be sent no later than ten (10) days after the corporate action was taken, and must:  (1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited;  (2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;  (3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he acquired beneficial ownership of the shares before that date;  (4) set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty (30) nor more than sixty (60) days after the date the subsection (a) notice is delivered; and  (5) be accompanied by a copy of this subchapter.
AR Code § 4-27-1323 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1323. Duty to demand payment

 (a) A shareholder sent a dissenters' notice described in § 4-27-1322 must demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to § 4-27-1322(b)(3), and deposit his certificates in accordance with the terms of the notice.  (b) The shareholder who demands payment and deposits his share certificates under subsection (a) of this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.  (c) A shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under this subchapter.
AR Code § 4-27-1324 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1324. Share restrictions

 (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under § 4-27-1326.  (b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.
AR Code § 4-27-1325 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1325. Payment

 (a) Except as provided in § 4-27-1327, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with § 4-27-1323 the amount the corporation estimates to be the fair value of his shares, plus accrued interest.  (b) The payment must be accompanied by:  (1) the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;  (2) a statement of the corporation's estimate of the fair value of the shares;  (3) an explanation of how the interest was calculated;  (4) a statement of the dissenter's right to demand payment under § 4-27-1328; and  (5) a copy of this subchapter.
AR Code § 4-27-1326 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1326. Failure to take action

 (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.  (b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under § 4-27-1322 and repeat the payment demand procedure.
AR Code § 4-27-1327 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1327. After-acquired shares

 (a) A corporation may elect to withhold payment required by § 4-27-1325 from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.  (b) To the extent the corporation elects to withhold payment under subsection (a) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 4-27-1328.
AR Code § 4-27-1328 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part B - : Procedure for Exercise of Dissenters' Rights|§ 4-27-1328. Procedure if shareholder dissatisfied with payment or offer

 (a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate (less any payment under § 4-27-1325), or reject the corporation's offer under § 4-27-1327 and demand payment of the fair value of his shares and interest due, if:  (1) the dissenter believes that the amount paid under § 4-27-1325 or offered under § 4-27-1327 is less than the fair value of his shares or that the interest due is incorrectly calculated;  (2) the corporation fails to make payment under § 4-27-1325 within sixty (60) days after the date set for demanding payment; or  (3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment.    (b) A dissenter waives his right to demand payment under this section unless he notifies the corporation of his demand in writing under subsection (a) of this section within thirty (30) days after the corporation made or offered payment for his shares.
AR Code § 4-27-1330 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part C - : Judicial Appraisal of Shares|§ 4-27-1330. Court action

 (a) If a demand for payment under § 4-27-1328 remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.  (b) The corporation shall commence the proceeding in the circuit court of the county where the corporation's principal office is located or the Pulaski County Circuit Court if the corporation does not have a principal office in this state. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.  (c) The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.  (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.  (e) Each dissenter made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation or (2) for the fair value, plus accrued interest, of his after-acquired shares for which the corporation elected to withhold payment under § 4-27-1327.