reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 6 - MEMBERS AND MEMBERSHIP (§§ 4-33-601 — 4-33-640) › Part C - RESIGNATION AND TERMINATION (§§ 4-33-620 — 4-33-623) › Section 4-33-621 - Termination, expulsion and suspension

(a)
No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
(b)
A procedure is fair and reasonable when either:
(1)
the articles or bylaws set forth a procedure that provides:
(i)
not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefor; and
(ii)
an opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or
(2)
it is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(c)
Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records.
(d)
Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.
(e)
A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
Acts 1993, No. 1147, § 621.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 6 - MEMBERS AND MEMBERSHIP (§§ 4-33-601 — 4-33-640) › Part C - RESIGNATION AND TERMINATION (§§ 4-33-620 — 4-33-623) › Section 4-33-622 - Purchase of memberships

(a)
A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom.
(b)
A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of §§
4-33-1301
et seq.
Acts 1993, No. 1147, § 622.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 6 - MEMBERS AND MEMBERSHIP (§§ 4-33-601 — 4-33-640) › Part E - DELEGATES (§ 4-33-640) › Section 4-33-640 - Delegates

(a)
A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.
(b)
The articles or bylaws may set forth provisions relating to:
(1)
the characteristics, qualifications, rights, limitation and obligations of delegates including their selection and removal;
(2)
calling, noticing, holding and conducting meetings of delegates; and
(3)
carrying on corporate activities during and between meetings of delegates.
Acts 1993, No. 1147, § 630.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part A - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 4-33-701 — 4-33-709) › Section 4-33-701 - Annual and regular meetings

(a)
A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(b)
A corporation with members may hold regular membership meetings at times stated in or fixed in accordance with the bylaws.
(c)
Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office.
(d)
At the annual meeting:
(1)
The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(2)
The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of §
4-33-705
.
(e)
At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of §
4-33-705
.
(f)
The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Acts 1993, No. 1147, § 701.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part A - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 4-33-701 — 4-33-709) › Section 4-33-702 - Special meeting

(a)
A corporation with members shall hold a special meeting of members:
(1)
on call of its board or the person or persons authorized to do so by the articles or bylaws; or
(2)
except as provided in the articles or bylaws of a religious corporation if the holders of at least five percent (5%) of the voting power of any corporation sign, date, and deliver to any corporate officer one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b)
The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent (5%) requirement of subsection (a) has been met.
(c)
If a notice for a special meeting demanded under subsection (a)(2) of this section is not given pursuant to §
4-33-705
within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to §
4-33-705
.
(d)
Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(e)
Only those matters that are within the purpose or purposes described in the meeting notice required by §
4-33-705
may be conducted at a special meeting of members.
Acts 1993, No. 1147, § 702.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part A - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 4-33-701 — 4-33-709) › Section 4-33-703 - Court-ordered meeting

(a)
The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order a meeting to be held:
(1)
on application of any member or other person entitled to participate in an annual or regular meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(2)
on application of any member or other person entitled to participate in a regular meeting, if a regular meeting is not held within forty (40) days after the date it was required to be held; or
(3)
on application of a member who signed a demand for a special meeting valid under §
4-33-702
or a person or persons entitled to call a special meeting, if:
(i)
notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or
(ii)
the special meeting was not held in accordance with the notice.
(b)
The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c)
If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
Acts 1993, No. 1147, § 703; 2007, No. 638, § 41.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part A - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 4-33-701 — 4-33-709) › Section 4-33-704 - Action by written consent

(a)
(1)
Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power.
(2)
The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
If not otherwise determined under §
4-33-703
or §
4-33-707
, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section.
(c)
A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State.
(d)
(1)
Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent.
(2)
If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.
(e)
(1)
The signature of a member may be affixed to a written consent by any reasonable means, including without limitation facsimile signature or electronic image.
(2)
The written consent may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail.
Acts 1993, No. 1147, § 704; 2009, No. 167, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part A - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 4-33-701 — 4-33-709) › Section 4-33-705 - Notice of meeting

(a)
A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(b)
Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subsection (c)(2) of this section must be given as provided in subsection (c) of this section.
(c)
Notice is fair and reasonable if:
(1)
the corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date;
(2)
notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under §§
4-33-831
,
4-33-856
,
4-33-1003
,
4-33-1021
,
4-33-1104
,
4-33-1202
,
4-33-1401
, or
4-33-1402
; and
(3)
notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d)
Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under §
4-33-707
, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(e)
When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(1)
requested in writing to do so by a person entitled to call a special meeting; and
(2)
the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
Acts 1993, No. 1147, § 705.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part A - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 4-33-701 — 4-33-709) › Section 4-33-706 - Waiver of notice

(a)
(1)
A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice.
(2)
The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
A member's attendance at a meeting:
(1)
Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
(c)
(1)
The signature of a member may be affixed to a waiver of notice by any reasonable means, including without limitation facsimile signature or electronic image.
(2)
The waiver of notice may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail.
Acts 1993, No. 1147, § 706; 2009, No. 167, § 2.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part A - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 4-33-701 — 4-33-709) › Section 4-33-707 - Record date - Determining members entitled to notice and vote

(a)
The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(b)
The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(c)
The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
(d)
A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.
(e)
A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.
(f)
If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
Acts 1993, No. 1147, § 707.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part A - MEETINGS AND ACTION WITHOUT MEETINGS (§§ 4-33-701 — 4-33-709) › Section 4-33-708 - Action by written ballot

(a)
Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
(b)
A written ballot shall:
(1)
set forth each proposed action; and
(2)
provide an opportunity to vote for or against each proposed action.
(c)
Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d)
All solicitations for votes by written ballot shall:
(1)
indicate the number of responses needed to meet the quorum requirements;
(2)
state the percentage of approvals necessary to approve each matter other than election of directors; and
(3)
specify the time by which a ballot must be received by the corporation in order to be counted.
(e)
Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
(f)
(1)
The signature of a member may be affixed to a written ballot by any reasonable means, including without limitation facsimile signature or electronic image.
(2)
The written ballot may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail.
Acts 1993, No. 1147, § 708; 2009, No. 167, § 3.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part B - VOTING (§§ 4-33-720 — 4-33-728) › Section 4-33-720 - Members' list for meeting

(a)
After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.
(b)
The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of subsection (d) of this section, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.
(c)
The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d)
Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, or without the consent of the board a membership list or any part thereof may not be:
(1)
used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2)
used for any commercial purpose; or
(3)
sold to or purchased by any person.
(e)
The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
Acts 1993, No. 1147, § 720.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part B - VOTING (§§ 4-33-720 — 4-33-728) › Section 4-33-721 - Voting entitlement generally

(a)
Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. When more than one (1) membership is held by a single entity, the member shall be entitled to one (1) vote for each such membership.
(b)
Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect:
(1)
if only one (1) votes, such act binds all; and
(2)
if more than one (1) votes, the vote shall be divided on a prorata basis.
Acts 1993, No. 1147, § 721.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part B - VOTING (§§ 4-33-720 — 4-33-728) › Section 4-33-722 - Quorum requirements

(a)
Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
(b)
A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.
(c)
A bylaw amendment to increase the quorum required for any member action must be approved by the members.
(d)
Unless one-third (1/3) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
Acts 1993, No. 1147, § 722.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part B - VOTING (§§ 4-33-720 — 4-33-728) › Section 4-33-723 - Voting requirements

(a)
Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.
(b)
A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
Acts 1993, No. 1147, § 723.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part B - VOTING (§§ 4-33-720 — 4-33-728) › Section 4-33-724 - Proxies

(a)
Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.
(b)
(1)
An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes.
(2)
An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided however, that no proxy shall be valid for more than three (3) years from its date of execution.
(c)
An appointment of a proxy is revocable by the member.
(d)
The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(e)
Appointment of a proxy is revoked by the person appointing the proxy:
(1)
attending any meeting and voting in person; or
(2)
signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
(f)
Subject to §
4-33-727
and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
(g)
(1)
The signature of a member or the member's attorney-in-fact may be affixed to a proxy appointment form, a proxy revocation, or a subsequent appointment by any reasonable means, including without limitation facsimile signature or electronic image.
(2)
The written ballot may be delivered to the secretary or other officer or agent authorized to tabulate votes by electronic communication, including without limitation facsimile transmission or electronic mail.
Acts 1993, No. 1147, § 724; 2009, No. 167, § 4.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part B - VOTING (§§ 4-33-720 — 4-33-728) › Section 4-33-725 - Cumulative voting for directors

(a)
If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(b)
Cumulative voting is not authorized at a particular meeting unless:
(1)
the meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(2)
a member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
(c)
A director elected by cumulative voting may be removed by the members without cause if the requirements of §
4-33-808
are met unless the votes cast against removal, or not consenting in writing in such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.
(d)
Members may not cumulatively vote if the directors and members are identical.
Acts 1993, No. 1147, § 725.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part B - VOTING (§§ 4-33-720 — 4-33-728) › Section 4-33-726 - Other methods of electing directors

A corporation may provide in its articles or bylaws for election of directors by members or delegates:
(1)
on the basis of chapter or other organizational unit;
(2)
by region or other geographic unit;
(3)
by preferential voting; or
(4)
by any other reasonable method.
Acts 1993, No. 1147, § 726.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part B - VOTING (§§ 4-33-720 — 4-33-728) › Section 4-33-727 - Corporation's acceptance of votes

(a)
If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
(b)
If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1)
the member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2)
the name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3)
two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders; and
(4)
in the case of a mutual benefit corporation:
(i)
the name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(ii)
the name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.
(c)
The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
(d)
The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(e)
Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Acts 1993, No. 1147, § 727.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 7 - MEMBERS' MEETINGS AND VOTING (§§ 4-33-701 — 4-33-730) › Part C - VOTING AGREEMENTS (§ 4-33-730) › Section 4-33-730 - Voting agreements

(a)
Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.
(b)
A voting agreement created under this section is specifically enforceable.
Acts 1993, No. 1147, § 730.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-801 - Requirement for and duties of board

(a)
Each corporation must have a board of directors.
(b)
Except as provided in this chapter or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(c)
The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
Acts 1993, No. 1147, § 801.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-802 - Qualification of directors

All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors.
Acts 1993, No. 1147, § 802.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-803 - Number of directors

(a)
A board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.
(b)
The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by amendment to or in the manner prescribed in the articles or bylaws.
Acts 1993, No. 1147, § 803.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-804 - Election, designation and appointment of directors

(a)
If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated. Designation occurs when the articles or bylaws name an individual as a director or designate the holder of some office or position as a director.
(b)
If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.
Acts 1993, No. 1147, § 804.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-805 - Terms of directors generally

(a)
The articles or bylaws must specify the term of directors. Except for designated or appointed directors, the terms of directors may not exceed the lesser of six (6) years or the stated duration of the corporation. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms, unless otherwise provided in the articles or bylaws.
(b)
A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c)
Except as provided in the articles or bylaws:
(1)
the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2)
the term of a director filling any other vacancy expires at the end of the unexpired term that such director is filling.
(d)
Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
Acts 1993, No. 1147, § 805.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-806 - Staggered terms for directors

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
Acts 1993, No. 1147, § 806.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-807 - Resignation of directors

(a)
A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.
(b)
A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
Acts 1993, No. 1147, § 807.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-809 - Removal of designated or appointed directors

(a)
A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.
(b)
Appointed directors:
(1)
except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;
(2)
the person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and
(3)
a removal is effective when the notice is effective unless the notice specifies a future effective date.
Acts 1993, No. 1147, § 809.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-810 - Removal of directors by judicial proceeding

(a)
The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class, if the court finds that (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in §§
4-33-830
-
4-33-833
, and (2) removal is in the best interest of the corporation.
(b)
The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(c)
The articles or bylaws of a religious corporation may limit or prohibit the application of this section.
Acts 1993, No. 1147, § 810.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-811 - Vacancy on board

(a)
Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1)
the members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(2)
the board of directors may fill the vacancy; or
(3)
if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b)
Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(c)
If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
(d)
A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under §
4-33-807(b)
or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Acts 1993, No. 1147, § 811.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part A - BOARD OF DIRECTORS (§§ 4-33-801 — 4-33-813) › Section 4-33-812 - Compensation of directors

Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.
Acts 1993, No. 1147, § 812.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-33-801 — 4-33-858) › Part B - MEETINGS AND ACTION OF THE BOARD (§§ 4-33-820 — 4-33-826) › Section 4-33-820 - Regular and special meetings

(a)
If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b)
A board of directors may hold regular or special meetings in or out of this state.
(c)
Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Acts 1993, No. 1147, § 820.