reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-48-101 — 23-48-106) › Section 23-48-105 - Agents for affiliate - Definitions

(a)
(1)
As used in this section, "institution" means a bank, savings and loan association, or savings bank organized under the laws of any state or the United States.
(2)
For the purpose of determining what constitutes an affiliated institution in this section, "control", as it pertains to the definition of "affiliate", has the meaning set forth in § 2(a)(2) of the Bank Holding Company Act of 1956,
12 U.S.C. § 1841
.
(b)
Any state bank may, upon compliance with the requirements of this section, agree to receive deposits, renew time deposits, close loans, service loans, receive payments on loans and other obligations, perform such other services as may receive the prior approval of the Bank Commissioner, and act as an agent for any affiliated institution.
(c)
A state bank that proposes to enter into an agency agreement under this section shall, prior to entering into such an agreement, file with the commissioner:
(1)
A notice of intention to enter into an agency agreement with an affiliated institution;
(2)
A description of the services proposed to be performed under the agency agreement; and
(3)
A copy of the agency agreement.
(d)
(1)
If any proposed service is not specifically designated in subsection (b) of this section, and has not previously been approved in a State Bank Department rule, the commissioner shall decide whether to approve the offering of the service after receipt of the notice required in subsection (c) of this section.
(2)
In deciding whether to approve any proposed service that is not specifically designated in subsection (b) of this section, the commissioner shall consider whether the service would be consistent with applicable federal and state law and the safety and soundness of the principal and agent institutions.
(e)
A state bank may not under an agency agreement:
(1)
Conduct any activity as an agent that it would be prohibited from conducting as a principal under applicable state or federal law; or
(2)
Have an agent conduct any activity that the state bank, as principal, would be prohibited from conducting under applicable state or federal law.
(f)
The commissioner may order a state bank or any other institution subject to the commissioner's enforcement powers to cease acting as an agent or principal under any agency agreement that the commissioner finds to be inconsistent with safe and sound banking practices.
(g)
Notwithstanding any other provision of the law of this state, a state bank acting as an agent for an affiliated institution in accordance with this section shall not be considered to be a branch of that institution.
Amended by Act 2019, No. 315,§ 2540, eff. 7/24/2019.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-48-101 — 23-48-106) › Section 23-48-106 - Exemption from posting bond in certain transactions

(a)
Except when the dollar amount of responsibility assumed exceeds its capital base, no bank chartered or licensed to do business in this state shall be required to furnish fidelity, surety, or performance bond, in business transactions involving:
(1)
Garnishment;
(2)
Replevin;
(3)
Foreclosure; or
(4)
Forcible entry and detainer.
(b)
At the beginning of any proceeding in all such business transactions, the bank shall, upon request, furnish to each party to the transaction a copy of its most recent statement of financial condition.
(c)
Nothing in this section shall be construed to:
(1)
Prevent a bank from electing or agreeing to furnish bond at its own cost;
(2)
Prevent any other party of interest desiring protection in a business transaction with a bank from electing to secure and pay for a bond covering the bank to the benefit of the party to the transaction; or
(3)
Amend or repeal any law pertaining to:
(A)
Corporate surety or indemnity bonds covering directors, officers, or employees of the bank;
(B)
Foreign corporations, associations, or persons not authorized to do business in this state;
(C)
Actions available against the bank for injury or damage; or
(D)
Bonding requirements involving fiduciary activities.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 2 - RESERVES AND DIVIDENDS (§§ 23-48-201 — 23-48-203) › Section 23-48-201 - Membership in Federal Reserve System

Any state bank shall have the right to own such amount of stock in a federal reserve bank as may be required for it to become a member of the Federal Reserve System.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 2 - RESERVES AND DIVIDENDS (§§ 23-48-201 — 23-48-203) › Section 23-48-202 - Reserve requirements

A state bank not a member of the Federal Reserve System shall maintain at all times a reserve fund as required by the Federal Reserve Board, unless otherwise provided by State Bank Department rules.
Amended by Act 2019, No. 315,§ 2541, eff. 7/24/2019.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 2 - RESERVES AND DIVIDENDS (§§ 23-48-201 — 23-48-203) › Section 23-48-203 - Payment of dividends

Any state bank may, from time to time, declare and pay dividends in accordance with State Bank Department rules.
Amended by Act 2019, No. 315,§ 2542, eff. 7/24/2019.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-302 - Organizational expenses

(a)
Organizational expenses shall not be paid from capital or surplus funds of the state bank without the prior written consent of the Bank Commissioner.
(b)
(1)
Prior to applying for a charter, the incorporators shall establish an organizational expense fund in an amount the commissioner deems adequate.
(2)
The fund shall be used for expenses incurred by the incorporators in connection with the organization of the proposed state bank.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-303 - Promoter's fees prohibited

(a)
A state bank shall not pay any fee, compensation, or commission for promotion in connection with its organization or apply any money received on account of shares or subscriptions, selling shares, or other services in connection with its organization or for securing subscriptions for stock, except legal fees and other usual and ordinary expenses necessary for its organization.
(b)
A majority of incorporators shall file with the State Bank Department, at the time of filing of the articles, an affidavit:
(1)
Setting forth all expenses incurred or to be incurred in connection with the organization of the state bank, subscription for its shares, and sale of its shares; and
(2)
Stating that no fee, compensation, or commission prohibited by this section has been paid or incurred.
(c)
In the event of a violation of this section, the Bank Commissioner may disapprove the articles on account of the violation.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-304 - Investigation of new charter applications by Bank Commissioner

(a)
As soon as practicable after acceptance of any application for a new state bank charter and receipt of the filing fee, the Bank Commissioner shall ascertain, from the best sources of information at his or her command, the character and general fitness of the persons named as stockholders of more than five percent (5%) of the issued stock and their standing in the community in which the proposed institution is to be located.
(b)
The investigation shall seek to determine the probable support for the new state bank and the adequacy of existing facilities and services in the community.
(c)
The investigation shall address:
(1)
The proposed institution's earnings and deposits prospects;
(2)
The ability and character of its proposed management;
(3)
The adequacy of initial capital;
(4)
The safety and soundness of intended operations;
(5)
The economic conditions in the market to be served;
(6)
The convenience and needs of the community to be served; and
(7)
Whether or not its proposed corporate powers are consistent with applicable banking law.
(d)
The commissioner shall also determine to his or her satisfaction that:
(1)
The persons named as stockholders of more than five percent (5%) of the issued stock, incorporators, and directors have the confidence of the community and are able, financially and otherwise, to discharge the obligations resting upon them under any of the provisions of this chapter;
(2)
The requisite capital has been fully subscribed and the purchase price therefor has been paid into an escrow account approved by the commissioner and that the requirements of §
23-48-310
have been met;
(3)
A majority of the stockholders are residents of this state; and
(4)
There exists an economic need for the business in the community.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-305 - Issuance and filing of certificate of incorporation

(a)
Upon approval of the State Banking Board and payment of the fees, the Bank Commissioner shall give to the persons named as incorporators a certificate of incorporation, in the form that he or she may prescribe, if the commissioner has made satisfactory determinations as to the matters described in §
23-48-304(d)(1)
-(4) and is also satisfied that appropriate federal deposit insurance has been obtained.
(b)
The commissioner shall also return one (1) of the copies submitted to him or her of the articles of incorporation upon which he or she has endorsed the fact of the issuance by him or her of the certificate of incorporation.
(c)
Upon receipt of the certificate of incorporation, the institution may proceed with its business.
Acts 1997, No. 89, § 1; 1999, No. 113, § 5.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-306 - Relocation of place of business - Amendment of articles

(a)
(1)
Any state bank may apply for authority to change its place of business from one (1) municipality to another by filing with the Bank Commissioner, as an amendment to its articles of incorporation, two (2) copies of a resolution to that effect, and such additional information which the commissioner may require.
(2)
The resolution must be adopted upon the affirmative vote of the holders of at least a simple majority of the outstanding shares entitled to vote thereon, at any annual or special meeting of the stockholders.
(3)
Both copies of the resolution shall be signed by the president or chief executive officer or a vice president.
(4)
One (1) of the copies of the resolution shall be retained by the commissioner. The other copy, if the commissioner and State Banking Board approve the amendment, shall be returned with the commissioner's endorsement of approval thereof.
(b)
The amendment shall become effective when it has been approved by the commissioner and the board.
(c)
Each application for authority to change a state bank's place of business shall be accompanied by a fee as shall be set by State Bank Department rule, which fee shall be paid to the department.
Amended by Act 2019, No. 315,§ 2544, eff. 7/24/2019.
Amended by Act 2017, No. 198,§ 5, eff. 8/1/2017.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-307 - Objects and method of charter amendment

(a)
Any state bank, through amendment to its articles of incorporation, may from time to time do the following, which shall be in addition to all things it may otherwise do through amendment under the Arkansas Banking Code of 1997:
(1)
Change its corporate name;
(2)
Change, enlarge, or diminish its corporate purposes, in accordance with the applicable state law;
(3)
Increase or decrease its authorized capital stock, subject to the limitations and in the manner set out in §
23-48-311
;
(4)
Effect splits of its shares or a distribution of some portion of its assets, other than cash or its own stock; and
(5)
Effect any fundamental change in its corporate affairs which may be accomplished by charter amendment under any other statute of Arkansas.
(b)
Articles of incorporation of a state bank may be amended at any annual or special meeting of the stockholders.
(c)
Except as provided in §
23-48-313(a)(1)(C)
, unless a greater percentage of votes is required in the articles of incorporation for an amendment of any provision of the articles of incorporation, an amendment to the articles of incorporation may be adopted on the affirmative vote of the owners of a simple majority of each class of stock entitled to vote on the proposed amendment.
Amended by Act 2017, No. 548,§ 2, eff. 3/21/2017.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-308 - Filing of amendments to articles of incorporation

(a)
(1)
An application for approval of a proposed charter amendment described in §
23-48-307
shall be submitted to the Bank Commissioner in the manner and form that the commissioner may prescribe and shall include the information set forth in subsection (b) of this section, and contain additional information which the commissioner may require.
(2)
The application shall include duplicate copies of each proposed charter amendment, in the form of an amendment to the articles of incorporation, each copy to be certified by the president or chief executive officer or a vice president.
(b)
Each duplicate shall have annexed thereto, over the official signatures, a certificate showing:
(1)
The date on which the amendment was authorized by the stockholders;
(2)
The number of shares of each class entitled to vote on the amendment which were outstanding on the date of the stockholders' meeting;
(3)
The number of shares of each class entitled to vote on the amendment whose owners were present in person or by proxy;
(4)
The number of shares of each class voted for and against the amendment; and
(5)
The manner in which the meeting was called and the time and manner of giving notice, with a certification that the meeting was lawfully called and held.
(c)
The commissioner may also require the delivery to him or her of additional copies of the proposed amendment that he or she may desire in order to present the matter to the State Banking Board and any parties opposing the amendment.
(d)
(1)
One (1) of the duplicate copies of any charter amendment filed with the commissioner and certified as prescribed in this section, bearing an endorsement of the commissioner showing that the amendment has been approved by him or her and by the board, shall be returned to the applicant state bank.
(2)
The amendment shall become effective when it has been approved by the commissioner and the board.
(e)
(1)
Each application for approval of a proposed charter amendment described in §
23-48-307
shall be accompanied by a fee of not less than one hundred dollars ($100) nor more than five hundred dollars ($500).
(2)
The fee shall be set by State Bank Department rule and shall be paid to the department.
(f)
This section does not apply to the issuance of preferred stock when the issuance is authorized and issued by a state bank when approved by the commissioner and otherwise in compliance with §
23-48-313(a)(1)(C)
.
Amended by Act 2019, No. 315,§ 2545, eff. 7/24/2019.
Amended by Act 2017, No. 548,§ 3, eff. 3/21/2017.
Amended by Act 2017, No. 198,§ 6, eff. 8/1/2017.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-310 - Minimum capital requirements generally

(a)
For all state banks chartered after May 30, 1997, the fully paid-up capital shall not be less than one million dollars ($1,000,000). For all state banks, regardless of the dates of their charters, the following capital requirements shall apply:
(1)
The minimum "capital base" shall be determined by the Bank Commissioner; and
(2)
The capital requirements for any state bank must also satisfy the requirements for deposit insurance of the Federal Deposit Insurance Corporation or its successor.
(b)
(1)
The commissioner may increase the minimum capital requirement of any state bank, regardless of the date of its charter when, in the commissioner's judgment, conditions within the state bank or the state bank's service area warrant such an increase.
(2)
In the event the commissioner orders an increase in a state bank's capital requirement, the state bank shall have at least thirty (30) days from the date of the order to comply with the order, or such longer period as the commissioner may allow.
(3)
In the event a state bank disagrees with the commissioner's judgment in ordering an increase in its minimum capital requirement, it may appeal the commissioner's decision to the State Banking Board. An appeal may be had by following the procedures specified by the board.
(c)
Shares of a newly chartered state bank may be issued only for cash in an amount sufficient to meet the capitalization requirements set by the commissioner which shall be at least the aggregate par value of the shares plus the amounts, if any, necessary to assure that after issuance of the shares the bank will have the minimum capital base required by the commissioner under this section and the expense fund required by §
23-48-302
.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-311 - Increase or decrease of capital stock

(a)
The authorized capital stock of any state bank may be increased or decreased by amendment to its articles of incorporation, subject to the requirements pertaining to such amendments contained in §§
23-48-307
and
23-48-308
.
(b)
A capital stock increase may be effected by the issuance and sale of additional shares, which additional shares may be of the same class as the shares then outstanding or may be represented by a different class or classes having privileges, preferences, and voting rights greater or less than those appurtenant to the then outstanding shares, whether common stock or preferred stock.
(c)
Stock dividends may be paid out of surplus or undivided profits.
(d)
A state bank may authorize common stock, which may be retained, unissued by the institution, until such time as the board of directors shall order its sale or distribution.
(e)
Except as otherwise permitted under §
23-47-102(c)
, a decrease of the capital stock shall not be permitted without the consent of the Bank Commissioner and in no event shall the capital be reduced to a figure below the minimum prescribed by law.
Amended by Act 2017, No. 548,§ 4, eff. 3/21/2017.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-314 - Preemptive rights of stockholders

(a)
Unless otherwise provided by the articles of incorporation, every stockholder, upon the sale for cash of any new stock of the same class as that which he or she already holds, shall have the right to purchase his or her pro rata share thereof at a price not exceeding the price at which it may be offered to others, which price may be in excess of par.
(b)
(1)
Where the articles of incorporation do not prohibit the preemptive rights, the terms and conditions of the rights, and the time limit fixed for the exercise thereof, may be prescribed in the articles of incorporation or, if not so prescribed in the articles of incorporation, then in the bylaws or in the resolution of the board of directors adopted in connection with the stock increase.
(2)
Provided, however, that for all state banks chartered after May 30, 1997, there shall be no preemptive rights in stockholders except as specified in the articles of incorporation.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-316 - Transfer of stock

(a)
The stock of every state bank shall be transferrable only on the books of the bank.
(b)
(1)
When any number of shares of the stock of a state bank or shares of stock in an Arkansas bank holding company shall be transferred to any transferee or joint transferees, the state bank or Arkansas bank holding company shall promptly transmit to the Bank Commissioner a certificate, on a form prescribed by the commissioner, showing the transfer.
(2)
The certificate also shall show the total number of shares at that time outstanding in the name of the transferee or anyone known by the state bank or Arkansas bank holding company to be the nominee of the transferee or holding in trust for the transferee.
(3)
This subsection does not apply to a state bank or Arkansas bank holding company that:
(A)
Is required to file reports under section 13 or section 15(d) of the Securities Exchange Act of 1934,
15 U.S.C. § 78a
et seq., as it existed on January 1, 2017; or
(B)
Has a class of equity securities registered under section 12(b) or section 12(g) of the Securities Exchange Act of 1934,
15 U.S.C. § 78a
et seq., as it existed on January 1, 2017.
Amended by Act 2017, No. 548,§ 8, eff. 3/21/2017.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-318 - Stockholder meetings - Notice of special meeting

(a)
A special meeting of the stockholders, whether held for the purpose of amending the articles of incorporation or for any other lawful purpose, may be called as prescribed in the bylaws or, if the bylaws are silent in that respect, by the president or chief executive officer or by resolution of the board of directors.
(b)
Written notice of the special meeting shall be given to each stockholder entitled to vote at the meeting, other than stockholders who waive notice in writing, for the time and in the manner set out in the bylaws subject to the following minimum requirements:
(1)
The notice must be signed by an officer of the state bank;
(2)
The notice must state the time and place of the meeting and must also state the nature of the proposals to be submitted to the stockholders at the meeting;
(3)
The notice must be mailed to each such stockholder, other than those waiving notice, by first-class mail, postage prepaid, directed to the stockholder at the address of the stockholder shown on the stock records of the state bank. The depositing of the notice in the mail as above prescribed shall constitute the giving of the notice. It is not necessary in any event that the mailing be by registered or certified mail; and
(4)
If the meeting is called for the purpose of increasing the authorized capital stock of the state bank, the notice shall be mailed at least sixty (60) days prior to the meeting, but if the meeting is called for any other purpose, the notice shall be mailed for such number of days prior to the meeting as may be prescribed in the bylaws. In no event shall mailing be less than ten (10) days prior to the date of the meeting.
(c)
Any stockholder may waive the right to receive notice of special meetings of the stockholders by:
(1)
A written waiver of the right, signed by the stockholder, which shall be effective as a waiver until revoked; or
(2)
The stockholder's attendance, in person or by proxy, at the meeting.
Amended by Act 2017, No. 198,§ 7, eff. 8/1/2017.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-319 - Stockholder meetings - Notice of annual meeting

(a)
Not less than ten (10) days' written notice of an annual meeting shall be given to each stockholder, other than stockholders who waive notice in writing, which notice shall be mailed by first-class mail, postage prepaid, and directed to the stockholder at his or her address shown on the stock records of the state bank.
(b)
(1)
However, if it is proposed at an annual meeting to approve an amendment to the articles of incorporation, or to approve a merger, consolidation, conversion, corporate dissolution, or reorganization through a plan of exchange, the annual meeting will be regarded, so far as these special matters are concerned, as a special meeting.
(2)
It shall not be lawful to submit the special matters at an annual meeting unless, in respect to the special matters, there shall have been a call of the meeting and written notice given all as required in §
23-48-318
concerning special meetings.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-320 - Stockholder meetings - Quorum - Voting

(a)
(1)
Each share of stock shall be entitled to one (1) vote on each matter submitted at a meeting of stockholders except to the extent that the voting rights of any class are limited or denied, to an extent permitted by law, by the articles of incorporation or an amendment thereto.
(2)
(A)
Subject to the provisions of subsection (d) of this section, in electing directors at meetings of stockholders, each stockholder of a state bank shall have a right to vote the number of shares owned by him or her for as many persons as there are directors to be elected, or to cumulate the shares so as to give one (1) candidate as many votes as the number of directors multiplied by the number of shares of stock held by him or her shall equal.
(B)
The stockholder may distribute his or her votes on the same principle among as many candidates as he or she shall see fit, unless it is provided otherwise in the articles of incorporation or the bylaws of the state bank.
(b)
(1)
A majority of the issued and outstanding shares entitled to vote at the meeting shall constitute a quorum.
(2)
If a quorum is present, the vote of a majority of the shares present or represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders unless the vote of a larger majority is required by the bylaws or by this or any other applicable statute.
(c)
(1)
A stockholder may vote in person, by written proxy, or by means of remote communication according to subdivision (c)(3) of this section.
(2)
A proxy shall not be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy, but a proxy may be of indefinite duration if coupled with an interest.
(3)
A stockholder participating in a meeting of stockholders by means of remote communication as provided in §
23-48-326(c)
shall be deemed present and is entitled to vote at the meeting if the state bank has implemented reasonable measures to:
(A)
Verify that each person participating remotely is a stockholder; and
(B)
Provide each stockholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the stockholders.
(d)
(1)
For a state bank chartered on or before May 30, 1997, the stockholders of the state bank shall have cumulative voting privileges in the election of directors unless the articles of incorporation of the state bank otherwise provide.
(2)
For a state bank chartered after May 30, 1997, there shall be no cumulative voting privilege unless the state bank's articles of incorporation so provide.
Amended by Act 2021, No. 253,§ 4, eff. 3/4/2021.
Amended by Act 2017, No. 548,§ 9, eff. 3/21/2017.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-321 - Closing transfer books - Fixing record date

(a)
For the purpose of determining stockholders entitled to notice of, or to vote at, any annual or special meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, the board of directors of a state bank may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy (70) days before the date of the meeting.
(b)
In lieu of closing the stock transfer books, the board of directors may fix a date in advance of the meeting as the record date for any such determination of stockholders. The date in any case may not be more than seventy (70) days prior to the date on which the meeting is to be held.
(c)
If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of, or to vote at, a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.
(d)
When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, the determination shall apply to any adjournment thereof.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-322 - Board of directors - Standard of conduct

(a)
(1)
(A)
The affairs of any state bank shall be managed and controlled by a board of directors of not fewer than three (3) persons, who shall be selected at such times and in such manner as may be provided by its bylaws.
(B)
Members of the board are not required to be stockholders of the state bank or of its bank holding company unless so provided in the bylaws of the state bank.
(2)
The initial board may be elected by the incorporators, with the privilege of cumulative voting to have no application to the election of the initial board.
(b)
Any vacancy in the board of directors of any state bank shall be filled by appointment by the remaining directors, and any director so appointed shall hold office until the election of his or her successor.
(c)
Unless the articles of incorporation, or an amendment thereto, shall provide to the contrary, the directors shall have exclusive power to promulgate, amend, or repeal bylaws of the state bank.
(d)
A director of a bank which maintains its main banking office within the State of Arkansas shall discharge his or her duties as a director, including his or her duties as a member of any committees:
(1)
In good faith;
(2)
With the care an ordinary prudent person in a like position would exercise under similar circumstances; and
(3)
In a manner he or she reasonably believes to be in the best interest of the bank.
(e)
In discharging his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1)
One (1) or more officers or employees of the bank whom the director reasonably believes to be reliable and competent in the matters presented;
(2)
Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3)
A committee of the board of directors of which he or she is not a member, if the director reasonably believes the committee merits confidence.
(f)
A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted in subsection (e) of this section unwarranted.
(g)
A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-323 - Officers - Selection - Terms - Bonds

(a)
(1)
A state bank shall have:
(A)
A president or chief executive officer, or both;
(B)
A secretary; and
(C)
Any other officers as the directors may from time to time designate.
(2)
An individual may hold more than one (1) office.
(b)
The officers shall hold their offices for a term of one (1) year or until successors are elected unless sooner removed by the board of directors.
(c)
The board shall require bonds of the officers as it shall deem proper and necessary to protect the funds of the state bank.
Amended by Act 2017, No. 198,§ 8, eff. 8/1/2017.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-324 - Officers - Taking acknowledgments

(a)
An official of a bank who holds a commission as notary public may act as notary in taking the acknowledgment of mortgages and deeds of trust executed in favor of the bank. All such instruments previously acknowledged in this manner are declared to have been lawfully acknowledged and entitled to record.
(b)
This section does not authorize such an official to take the acknowledgment of a deed of trust wherein he or she is named the trustee.
Acts 1997, No.9, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-325 - Banker's banks

(a)
Any state bank may purchase, for its own account, shares of a bank or bank holding company if:
(1)
The stock of the bank or bank holding company whose shares are being purchased is owned exclusively by financial institutions; and
(2)
The bank or bank holding company whose shares are being purchased and all subsidiaries thereof are engaged exclusively in providing services for financial institutions, their parent holding companies, subsidiaries thereof, and the officers, directors, and employees of each.
(b)
(1)
In no event shall the total amount of stock held by a bank in any bank or bank holding company described in subsection (a) of this section exceed at any time ten percent (10%) of the holding bank's capital base.
(2)
In no event shall the purchase of that stock result in the purchasing bank's acquiring more than five percent (5%) of any class of voting securities of the bank or bank holding company whose shares are purchased.
(c)
The Bank Commissioner is authorized to receive applications, hold hearings on the applications, and, with the approval of the State Banking Board, issue charters for a banker's bank.
(d)
Any banker's bank chartered under this section must have its deposits insured by the Federal Deposit Insurance Corporation.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 3 - ORGANIZATION AND MANAGEMENT GENERALLY (§§ 23-48-301 — 23-48-327) › Section 23-48-326 - Application of Arkansas Business Corporation Act

(a)
A state bank and a subsidiary trust company are subject to the Arkansas Business Corporation Act of 1987, §
4-27-101
et seq., to the extent that it is not in conflict with the Arkansas Banking Code of 1997.
(b)
If the Arkansas Business Corporation Act of 1987, §
4-27-101
et seq., is in conflict with the Arkansas Banking Code of 1997, then the Arkansas Banking Code of 1997 shall control.
(c)
Annual or special shareholders' meetings may be held by corporations or banks solely or partially through remote communication if authorized by the corporation's or bank's board of directors.
Amended by Act 2021, No. 253,§ 5, eff. 3/4/2021.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 4 - BANK HOLDING COMPANIES (§§ 23-48-401 — 23-48-406) › Section 23-48-401 - Definitions

As used in this subchapter, unless the context otherwise requires:
(1)
"Bank subsidiary", with respect to a specified bank holding company, means:
(A)
Any bank, twenty-five percent (25%) or more of whose shares, excluding shares owned by the United States or by any company wholly owned by the United States, are owned or controlled by the bank holding company;
(B)
Any bank, the election of a majority of whose directors is controlled in any manner by the bank holding company;
(C)
Any bank, twenty-five percent (25%) or more of whose voting shares are held by a trustee for the benefit of the shareholders or members of the bank holding company;
(D)
Any bank, with respect to the management or policies of which, the Board of Governors of the Federal Reserve has determined that the bank holding company has the power, directly or indirectly, to exercise a controlling influence; or
(E)
Any bank which has been found by the Board of Governors of the Federal Reserve to be controlled by a bank holding company; and
(2)
"Company" means any corporation, limited liability company, or business trust doing business in this state but shall not include any corporation the majority of the shares of which are owned by the United States or by any state.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 4 - BANK HOLDING COMPANIES (§§ 23-48-401 — 23-48-406) › Section 23-48-402 - Nonapplicability of subchapter

(a)
This subchapter shall not apply to shares of any company:
(1)
Acquired by a bank holding company or by a bank in satisfaction of a debt previously contracted in good faith;
(2)
Which are held or acquired by a bank in good faith in a fiduciary capacity; or
(3)
Which are of the kinds and amounts eligible for investments by state banks under the provisions of §
23-47-401
.
(b)
(1)
Notwithstanding subsection (a) of this section, a bank holding company or a state bank shall dispose of shares acquired in satisfaction of a debt previously contracted in good faith within a period of two (2) years from the date on which they were acquired.
(2)
(A)
The Bank Commissioner is authorized upon application to extend, from time to time for up to an additional three (3) years, for not more than one (1) year at a time, the two-year period referred to in this section for disposing of any shares acquired by a bank holding company, or state bank, in the regular course of securing or collecting a debt previously contracted in good faith, if, in the commissioner's judgment, such an extension would not be detrimental to the public interest, but no extensions shall, in the aggregate, exceed three (3) years.
(B)
However, a bank holding company shall not be prohibited from purchasing shares from any of its banking subsidiaries, subject to the provisions of §§
23-48-405
and
23-48-406
.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 4 - BANK HOLDING COMPANIES (§§ 23-48-401 — 23-48-406) › Section 23-48-403 - Penalties

(a)
Any person who willfully violates any provision of this subchapter or order issued by the Bank Commissioner pursuant to this subchapter or any State Bank Department rule is guilty of a Class A misdemeanor.
(b)
Any person who willfully participates in a violation of any provision of this subchapter is guilty of a Class A misdemeanor.
Amended by Act 2019, No. 315,§ 2547, eff. 7/24/2019.
Acts 1997, No. 89, § 1; 2005, No. 1994, § 354.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 4 - BANK HOLDING COMPANIES (§§ 23-48-401 — 23-48-406) › Section 23-48-404 - Administration

The Bank Commissioner is authorized to and shall administer and carry out the provisions of this subchapter and shall issue such rules and orders as may be necessary to discharge this duty and to prevent evasions of this subchapter.
Amended by Act 2019, No. 315,§ 2548, eff. 7/24/2019.
Acts 1997, No. 89, § 1.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 48 - ORGANIZATION AND OPERATION (§§ 23-48-101 — 23-48-1011) › Subchapter 4 - BANK HOLDING COMPANIES (§§ 23-48-401 — 23-48-406) › Section 23-48-405 - Ownership or control of subsidiaries

It shall be unlawful for a bank holding company to directly or indirectly own or control more than one (1) bank subsidiary if any such bank subsidiary with its main office in Arkansas has a de novo charter.
Acts 1997, No. 89, § 1; 1997, No. 408, § 10.