reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 3 - MERGER AND CONSOLIDATION (§§ 2-2-301 — 2-2-313) › Section 2-2-308 - Merger or consolidation of domestic and foreign associations

(a)
One (1) or more foreign associations and one (1) or more domestic associations may be merged or consolidated in the following manner if the merger or consolidation is permitted by the laws of the state or country under which each foreign association is organized:
(1)
Each domestic association shall comply with the provisions of this subchapter with respect to the merger or consolidation, as the case may be, of domestic associations. Each foreign association shall comply with the applicable provisions of the laws of the state or country under which it is organized; and
(2)
If the surviving or new association, as the case may be, is to be governed by laws of any country or state other than this state, it shall comply with the laws of Arkansas with respect to the admission of foreign associations if it is to transact business in this state. Moreover, it shall file with the Secretary of State of this state an irrevocable appointment of the Secretary of State as its agent to accept service of process in any proceeding.
(b)
(1)
The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic associations if the surviving or new association is to be governed by the laws of this state.
(2)
If the surviving or new association is to be governed by the laws of any country or state other than this state, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic associations, except insofar as the laws of the other state provide otherwise.
Acts 1981, No. 121, § 7; A.S.A. 1947, § 77-1033.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 3 - MERGER AND CONSOLIDATION (§§ 2-2-301 — 2-2-313) › Section 2-2-309 - Continuance of association existence for title transfers

(a)
(1)
The existence of each constituent association which has been dissolved through merger or consolidation shall be continued indefinitely without franchise tax liability for the limited purpose of enabling the constituent association to execute through its own officers formal deeds, conveyances, assignments, and other instruments evidencing the transfer from the constituent to the surviving association or new association created by consolidation of any or all properties, real and personal, which have passed from the constituent to the surviving or consolidated association by operation of law.
(2)
The execution of any instruments shall not be essential to effect the transfer of title from the constituent to the surviving or consolidated association, inasmuch as the transfer will take effect through operation of law, but the power to execute the instruments is given to the end that it may be exercised:
(A)
In respect to properties located in foreign jurisdictions which may not recognize a transmittal of title by operation of law under the merger and consolidation statutes of this state; and
(B)
In any other situation where the directors of the surviving or consolidated association consider the execution of the instruments desirable.
(b)
(1)
This state will recognize and give effect to a transfer of personal property having a situs in this state which is effected by operation of the laws of another state through a merger or consolidation at any time conducted under the laws of the other state.
(2)
(A)
This state will recognize and give effect to a transfer of title to real estate located in this state effected by operation of law through a merger or consolidation conducted under laws of one (1) or more other states. This transfer shall be done on condition that a copy of the agreement of merger or consolidation, executed between the merging or consolidating associations and certified by the secretary of state of the state in which the surviving or consolidated association is domiciled, shall be filed for record with the Secretary of State of this state.
(B)
The Secretary of State of this state shall receive the filing whether the surviving or consolidated association does or does not desire to be admitted to this state.
Acts 1981, No. 121, § 8; A.S.A. 1947, § 77-1034.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 3 - MERGER AND CONSOLIDATION (§§ 2-2-301 — 2-2-313) › Section 2-2-310 - No approval for financial obligations - Exception

(a)
The board of directors shall not be required to procure any consent from or authorization by the members, except in the instance of the increase of bonded indebtedness of the association, in authorizing:
(1)
The procurement of loans, the creation of obligations under which the association is to be primarily or secondarily liable, and the issuance of notes, bonds, and other obligations; and
(2)
The mortgage and pledge of all or any part of the association's assets, including after-acquired property, as security for any obligations so incurred.
(b)
Where the bonded indebtedness is increased within the meaning of Arkansas Constitution, Article 12, Section 8, authorization of both the creation of the additional indebtedness and the lien securing it shall be required in conformity with the constitutional provision.
Acts 1981, No. 121, § 9; A.S.A. 1947, § 77-1035.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 3 - MERGER AND CONSOLIDATION (§§ 2-2-301 — 2-2-313) › Section 2-2-311 - Regular disposition of property

The sale, lease, or exchange of all or substantially all of the property and assets of an association, when made in the usual and regular course of the business of the association, may be made upon such terms and conditions and for such considerations, which may consist in whole or in part of money or real or personal property, including shares of any other domestic or foreign association, as shall be authorized by its board of directors, and no authorization or consent of the members shall be required.
Acts 1981, No. 121, § 10; A.S.A. 1947, § 77-1036.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 3 - MERGER AND CONSOLIDATION (§§ 2-2-301 — 2-2-313) › Section 2-2-312 - Disposition of property other than in regular course of business

A sale, lease, or exchange of all or substantially all the property and assets, with or without the goodwill of an association, if not made in the usual and regular course of its business, may be made upon the terms and conditions and for consideration, which may consist in whole or in part of money or real or personal property, including shares of any other domestic or foreign association, as may be authorized in the following manner:
(1)
The board of directors shall adopt a resolution recommending the sale, lease, or exchange and directing the submission thereof to a vote at a meeting of members, which may be either an annual or a special meeting;
(2)
Written or printed notice shall be given to each member of record within the time and in the manner provided in this subchapter for the giving of notice of special meetings of members. Whether the meeting is an annual or a special meeting, the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed sale, lease, or exchange;
(3)
(A)
At the meeting, the members may authorize the sale, lease, or exchange and may fix or may authorize the board to fix any or all of the terms and conditions thereof and the consideration to be received by the association.
(B)
Each member of the association shall be entitled to vote thereon.
(C)
The authorization shall require the affirmative vote of at least two-thirds (2/3) of the votes cast at the meeting in which members holding not less than fifty percent (50%) of the voting power of the association are represented in person or by proxy; and
(4)
After the authorization by vote of members, the board, nevertheless, in its discretion may abandon the sale, lease, or exchange of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.
Acts 1981, No. 121, § 11; 1983, No. 163, § 6; A.S.A. 1947, § 77-1037.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 3 - MERGER AND CONSOLIDATION (§§ 2-2-301 — 2-2-313) › Section 2-2-313 - Rights of shareholders, members, and patrons

(a)
The merger or consolidation of an association under this subchapter shall constitute an assignment to the surviving or new association of all rights of any shareholder, member, or patron in the capital stock, patronage, or other interests in the association determined as of the effective date of the merger or consolidation.
(b)
The shareholder, member, or patron in a merger, consolidation, sale, lease, or exchange of all or substantially all the property and assets of an association under this subchapter shall not be entitled to have the fair value of his or her capital stock, patronage, or other interests appraised as may otherwise be required by the general corporation laws of this state if:
(1)
The surviving or new association in any merger or consolidation agrees to assume the obligations for the capital stock, patronage, or other interests of the merging or consolidating association, determined as of the effective date of the merger or consolidation, as may be provided under the bylaws or articles of association of the merging or consolidating association, or the association whose assets are sold or leased; or
(2)
The acquiring association in any purchase or lease of all or substantially all of the property and assets of a transferring association pays consideration to the transferring association in cash or equity of the acquiring association, or both, the face value of which is equal to or greater than the face value of the issued and outstanding equity of the transferring association held by its shareholders, members, or patrons, determined as of the effective date of the sale or lease of assets.
Acts 1981, No. 121, § 12; A.S.A. 1947, § 77-1038; Acts 1991, No. 436, § 1.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-401 - Title

This subchapter shall be referred to as the "Cooperative Marketing Act".
Acts 1921, No. 116, § 2; Pope's Dig., § 2287; A.S.A. 1947, § 77-902.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-402 - Purpose

The purpose of this subchapter is to:
(1)
Promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation and to eliminate speculation and waste;
(2)
Make the distribution of agricultural products as direct as can be efficiently done between producer and consumer; and
(3)
Stabilize the marketing problems of agricultural products.
Acts 1921, No. 116, § 1; Pope's Dig., § 2286; A.S.A. 1947, § 77-901.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-403 - Definitions

(a)
As used in this subchapter:
(1)
"Agricultural products" means horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm and ranch products;
(2)
"Association" means any corporation organized under this subchapter;
(3)
"Member" means actual members of associations without capital stock and holders of common stock in associations organized with capital stock; and
(4)
"Person" means individuals, firms, partnerships, corporations, and associations.
(b)
Associations organized under this subchapter shall be deemed nonprofit, inasmuch as they are not organized to make profits for themselves as such, or for their members as such, but only for their members as producers.
Acts 1921, No. 116, § 2; Pope's Dig., § 2287; A.S.A. 1947, § 77-902.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-404 - Who may organize

Five (5) or more persons engaged in the production of agricultural products may form a nonprofit cooperative association, with or without capital stock, under the provisions of this subchapter.
Acts 1921, No. 116, § 3; Pope's Dig., § 2288; A.S.A. 1947, § 77-903.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-405 - Reasons for organizing

An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of its members or with the harvesting, preserving, drying, processing, canning, packing, ginning, compressing, storing, handling, shipping, or utilization thereof or the manufacturing or marketing of the by-products thereof; in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies; in the financing of the enumerated activities; or in any one (1) or more of the activities specified in this subchapter.
Acts 1921, No. 116, § 4; Pope's Dig., § 2289; A.S.A. 1947, § 77-904.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-406 - Powers

Each association incorporated under this subchapter shall have the following powers to:
(1)
(A)
Engage in any activity in connection with the marketing, selling, harvesting, preserving, drying, processing, canning, packing, ginning, compressing, storing, handling, or utilization of any agricultural products produced or delivered to it by its members; the manufacturing or marketing of the by-products thereof; in connection with the purchase, hiring, or use by members of supplies, machinery, or equipment; in the financing of any such activities; or in any one (1) or more of the activities specified in this section.
(B)
No association, however, shall handle the products of nonmembers to an extent greater than that handled for members;
(2)
Borrow money and to make advances to members;
(3)
Act as the agent or representative of any member in any of the mentioned activities;
(4)
Purchase or otherwise acquire and to hold, own, and exercise all rights of ownership in, and to sell, transfer, or pledge shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the handling or marketing of any of the products handled by the association;
(5)
Establish reserves and to invest the funds thereof in bonds or such other property as may be provided in the bylaws;
(6)
Buy, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conducting and operation of any of the business of the association or incidental thereto; and
(7)
(A)
Do each and every thing necessary, suitable, or proper for the accomplishment of any one (1) of the purposes or the attainment of any one (1) or more of the objects enumerated in this section or conducive to or expedient for the interest or benefit of the association, and to contract accordingly.
(B)
In addition, to exercise and possess all powers, rights, and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged.
(C)
In addition, to have any other rights, powers, and privileges granted by the laws of this state to ordinary corporations, except as are inconsistent with the express provisions of this subchapter, and to do any such thing anywhere.
Acts 1921, No. 116, § 6; 1937, No. 351, § 1; Pope's Dig., § 2291; A.S.A. 1947, § 77-906.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-407 - Members

(a)
Under the terms and conditions prescribed in its bylaws, an association may admit as members, or issue common stock only to, persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used for the production of agricultural products and any lessors and landlords who receive as rent part of the crop raised on the leased premises.
(b)
If a member of a nonstock association is other than a natural person, the member may be represented by any individual, associate, officer, or member thereof, duly authorized in writing.
(c)
An association organized under this subchapter may become a member or stockholder of any other association organized under this subchapter.
Acts 1921, No. 116, § 7; Pope's Dig., § 2292; A.S.A. 1947, § 77-907.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-408 - Articles of incorporation

(a)
Each association formed under this subchapter must prepare and file articles of incorporation setting forth:
(1)
The name of the association;
(2)
The purposes for which it is formed;
(3)
The place where its principal business will be transacted;
(4)
The term for which it is to exist, not exceeding fifty (50) years;
(5)
(A)
The number of directors, which must be not fewer than five (5) and may be any number in excess thereof; and
(B)
The term of office of the directors;
(6)
(A)
(i)
If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal.
(ii)
If unequal, the articles shall set forth the general rules applicable to all members by which the property rights and interests, respectively, of each member may and shall be determined and fixed.
(B)
The association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with the general rules.
(C)
This provision of the articles of incorporation shall not be altered, amended, or repealed except by the written consent of the vote of three-fourths (3/4) of the members; and
(7)
(A)
If organized with capital stock, the amount of the stock and the number of shares into which it is divided and the par value thereof.
(B)
(i)
The capital stock may be divided into preferred and common stock.
(ii)
If so divided, the articles of incorporation must contain a statement of the number of shares of stock to which preference is granted, the number of shares of stock to which no preference is granted, and the nature and extent of the preference and privileges granted to each.
(b)
(1)
The articles must be subscribed by the incorporators and acknowledged by one (1) of them before an officer authorized by the law of this state to take and certify acknowledgment of deeds and conveyances.
(2)
(A)
They shall be filed in accordance with the provisions of the general corporation law of this state.
(B)
When so filed, the articles of incorporation or certified copies shall be received in all the courts of this state and other places as prima facie evidence of the facts contained therein and of the due incorporation of the association.
(3)
A certified copy of the articles of incorporation shall also be filed with the Dean of the College of Agriculture of the University of Arkansas at Fayetteville and the Secretary of State.
Acts 1921, No. 116, § 8; Pope's Dig., § 2293; A.S.A. 1947, § 77-908.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-409 - Amendments to articles

(a)
The articles of incorporation may be altered or amended at any regular meeting or at any special meeting called for that purpose.
(b)
Amendments to the articles of incorporation when so adopted shall be certified to by the president and secretary of the association and shall be filed with the Secretary of State.
Acts 1921, No. 116, § 9; Pope's Dig., § 2294; Acts 1961, No. 470, § 1; A.S.A. 1947, § 77-909.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-410 - Filing fees

For filing articles of incorporation, an association organized under this subchapter shall pay five dollars ($5.00), and for filing an amendment to the articles, it shall pay two dollars and fifty cents ($2.50).
Acts 1921, No. 116, § 29; 1937, No. 351, § 3; Pope's Dig., § 2314; A.S.A. 1947, § 77-928.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-411 - Bylaws

(a)
Within thirty (30) days after its incorporation, each association incorporated under this subchapter must adopt a code of bylaws, not inconsistent with the powers granted by this subchapter, for its government and management.
(b)
Each association under its bylaws may also provide for any or all of the following matters:
(1)
The time, place, and manner of calling and conducting its meetings;
(2)
The number of stockholders or members constituting a quorum;
(3)
The right of members or stockholders to vote by proxy or by mail or by both, and the conditions, manner, form, and effect of these votes;
(4)
The number of directors constituting a quorum;
(5)
The qualifications, compensation, duties, and term of office of directors and officers; time of their election; and the mode and manner of giving notice thereof;
(6)
Penalties for violations of the bylaws;
(7)
The amount of entrance, organization, and membership fees, if any; the manner and method of collection of the fees; and the purposes for which they may be used;
(8)
(A)
The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association;
(B)
The charge, if any, to be paid by each member or stockholder for services rendered by the association to him or her and the time of payment and the manner of collection; and
(C)
The marketing contract between the association and its members or stockholders, which every member or stockholder may be required to sign; and
(9)
(A)
The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock;
(B)
The method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock;
(C)
The manner of assignment and transfer of the interest of members and the shares of common stock;
(D)
The conditions upon which the membership of any member shall cease;
(E)
The automatic suspension of the rights of a member when he or she ceases to be eligible for membership in the association and the mode, manner, and effect of the expulsion of a member; and
(F)
(i)
The manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or stockholder or upon the expulsion of a member or forfeiture of his or her membership or, at the option of the association, by a conclusive appraisal by the board of directors.
(ii)
In case of withdrawal or expulsion of a member, the board of directors shall equitably and conclusively appraise his or her property interests in the association and shall fix the amount thereof in money, which shall be paid to him or her within one (1) year after the expulsion or withdrawal.
Acts 1921, No. 116, § 10; Pope's Dig., § 2295; Acts 1961, No. 470, § 2; A.S.A. 1947, § 77-910.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-413 - Regular and special meetings

(a)
In its bylaws, each association shall provide for one (1) or more regular meetings annually.
(b)
(1)
The board of directors shall have the right to call a special meeting at any time, and ten percent (10%) of the members or stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time.
(2)
This meeting must be called by the directors.
(c)
(1)
Notice of all meetings together with a statement of the purposes thereof shall be mailed to each member at least ten (10) days before the meeting.
(2)
The bylaws may require instead that the notice may be given by publication in a newspaper of general circulation published at the principal place of business of the association.
Acts 1921, No. 116, § 11; Pope's Dig., § 2296; A.S.A. 1947, § 77-911.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-414 - Board of directors

(a)
(1)
The affairs of the association shall be managed by a board of not less than five (5) directors elected by the members or stockholders from their own number.
(2)
(A)
(i)
The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to the districts.
(ii)
In this case, the bylaws shall specify the number of directors to be elected by each district and the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
(B)
The bylaws may provide that primary elections should be held in each district to elect the directors apportioned to the districts, and the result of all the primary elections must be ratified by the next regular meeting of the association.
(b)
(1)
The bylaws may provide that one (1) or more directors may be appointed by the Dean of the College of Agriculture of the University of Arkansas at Fayetteville or by the Secretary of State or any other public official or commission.
(2)
The directors so appointed need not be members or stockholders of the association but shall have the same powers and rights as other directors.
(c)
(1)
An association may provide a fair remuneration for the time actually spent by its officers and directors in its service.
(2)
No director during the term of his or her office shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association or to any other kind of contract differing from terms generally current in that district.
(d)
(1)
When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy unless the bylaws provide for an election of directors by district.
(2)
In that case, the board shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy.
Acts 1921, No. 116, § 12; Pope's Dig., § 2297; A.S.A. 1947, § 77-912.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-415 - Officers

(a)
The board of directors shall elect from their number a president and one (1) or more vice presidents.
(b)
(1)
They shall also elect a secretary and treasurer, who need not be directors, and they may combine the two (2) latter offices and designate the combined office as secretary-treasurer.
(2)
(A)
The treasurer may be a bank or any depository, and as such shall not be considered as an officer but as a functionary of the board of directors.
(B)
In such case, the secretary shall perform the usual accounting duties of the treasurer, excepting that the funds shall be deposited only as authorized by the board.
Acts 1921, No. 116, § 13; Pope's Dig., § 2298; A.S.A. 1947, § 77-913.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-416 - Removal of officer or director

(a)
(1)
Any member may bring charges against an officer or director by filing the charges in writing with the secretary of the association, together with a petition signed by ten percent (10%) of the members, requesting the removal of the officer or director in question.
(2)
The removal shall be voted upon at the next regular or special meeting of the association, and by a vote of a majority of the members the association may remove the officer or director and fill the vacancy.
(3)
(A)
The director or officer against whom the charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and
(B)
The person or persons bringing the charges against him or her shall have the same opportunity.
(b)
(1)
In case the bylaws provide for election of directors by districts with primary elections in each district, then the petition for removal of a director must be signed by twenty percent (20%) of the members residing in the district from which he or she was elected.
(2)
The board of directors must call a special meeting of the members residing in that district to consider the removal of the director.
(3)
By a vote of the majority of the members of that district, the director in question shall be removed from office.
Acts 1921, No. 116, § 15; Pope's Dig., § 2300; A.S.A. 1947, § 77-915.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-417 - Certificates of membership or stock ownership

(a)
When a member of an association established without capital stock has paid his or her membership fee in full, he or she shall receive a certificate of membership.
(b)
(1)
(A)
No association shall issue stock to a member until the stock has been fully paid for.
(B)
The promissory notes of the members may be accepted by the association as full or partial payment.
(2)
The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote.
(c)
Except for debts lawfully contracted between him or her and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or his or her subscription to the capital stock, including any unpaid balances on any promissory notes given in payment thereof.
(d)
(1)
No stockholder of a cooperative association shall own more than one-twentieth (
1
/
20
) of the common stock of the association.
(2)
An association in its bylaws may limit the amount of common stock which one (1) member may own to any amount less than one-twentieth (
1
/
20
) of the common stock.
(e)
No member or stockholder shall be entitled to more than one (1) vote.
(f)
(1)
Any association organized with stock under this subchapter may issue preferred stock, with or without the right to vote.
(2)
The stock may be redeemable or retirable by the association on such terms and conditions as may be provided for by the articles of incorporation and printed on the face of each certificate.
(g)
The bylaws shall prohibit the transfer of the common stock of the association to persons not engaged in the production of the agricultural products handled by the association, and the restriction must be printed upon every certificate of stock subject thereto.
(h)
At any time except when the debts of the association exceed fifty percent (50%) of its assets, the association may buy in or purchase its common stock at book value as conclusively determined by the board of directors and pay for it in cash within one (1) year thereafter.
Acts 1921, No. 116, § 14; Pope's Dig., § 2299; A.S.A. 1947, § 77-914.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-418 - Matters referred to entire membership

Upon demand of one-third (1/3) of the entire board of directors, any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for decision at the next special or regular meeting. A special meeting may be called for that purpose.
Acts 1921, No. 116, § 16; Pope's Dig., § 2301; A.S.A. 1947, § 77-916.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-419 - Marketing contracts - Remedies

(a)
(1)
The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over ten (10) years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association.
(2)
The contract may provide that the association may sell or resell the products of its members with or without taking title thereto and pay over to its members the resale price after deducting all necessary selling, overhead, and other costs and expenses, including:
(A)
Interest on preferred stock, not exceeding eight percent (8%) per annum;
(B)
Reserves for retiring the stocks, if any;
(C)
Other proper reserves; and
(D)
Interest not exceeding eight percent (8%) per annum upon common stock.
(b)
The bylaws and the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach by him or her of any provision of the marketing contract regarding the sale or delivery or withholding of products. They may further provide that the member will pay all costs, premiums for bonds, expenses, and fees in case any action is brought upon the contract by the association. Any such provision shall be valid and enforceable in the courts of this state.
(c)
(1)
In the event of any breach or threatened breach of the marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof.
(2)
Pending the adjudication of an action and upon filing a verified complaint showing the breach or threatened breach and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
Acts 1921, No. 116, § 17; Pope's Dig., § 2302; A.S.A. 1947, § 77-917.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-420 - Penalties for inducing breach of contract

Any person or corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association organized under this subchapter to breach his or her marketing contract with the association or who maliciously and knowingly spread false reports about the finances or management of the association shall be guilty of a violation and subject to a fine of not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000) for the offense and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars ($500) for each offense.
Acts 1921, No. 116, § 24; Pope's Dig., § 2309; A.S.A. 1947, § 77-924; Acts 2005, No. 1994, § 4.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-421 - Exchange of shares for acquired interests

Whenever an association organized under this subchapter with preferred capital stock shall purchase the stock or any property or any interest in any property of any person, firm, corporation, or association, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amount which at par value would equal a fair market value of the stock or interest so purchased, as determined by the board of directors. In that case, the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.
Acts 1921, No. 116, § 18; Pope's Dig., § 2303; A.S.A. 1947, § 77-918.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-422 - Annual report

Each association formed under this subchapter shall prepare and make out an annual report on forms furnished by the Secretary of State and the College of Agriculture of the University of Arkansas at Fayetteville, containing:
(1)
The name of the association;
(2)
Its principal place of business; and
(3)
A general statement of its business operations during the fiscal year, showing:
(A)
(i)
The amount of capital stock paid up and the number of stockholders of a stock association; or
(ii)
The number of members and amount of membership fees received if a nonstock association;
(B)
The total expenses of operations;
(C)
The amount of its indebtedness or liability; and
(D)
Its balance sheets.
Acts 1921, No. 116, § 19; Pope's Dig., § 2304; A.S.A. 1947, § 77-919.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-423 - Interest in other corporations

(a)
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation, with or without capital stock; and engage in preserving, drying, processing, canning, packing, ginning, compressing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling of agricultural products handled by the association, or the by-products thereof.
(b)
(1)
If the corporations are warehousing corporations, they may issue legal warehouse receipts to the association or to any other person and the legal warehouse receipts shall be considered as adequate collateral to the extent of the current value of the commodity represented.
(2)
In case the warehouse is licensed or licensed and bonded under the laws of this state or the United States, its warehouse receipt shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
Acts 1921, No. 116, § 21; Pope's Dig., § 2306; A.S.A. 1947, § 77-921.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-424 - Agreements with other associations

(a)
Upon resolution adopted by its board of directors, any association may enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements, contracts, and arrangements with any other cooperative corporation or association formed in this or any other state for the cooperative and more economical carrying on of its business or any part thereof.
(b)
By agreement between them, any two (2) or more associations may unite in employing and using or may separately employ and use the same methods, means, and agencies for carrying on and conducting their respective businesses.
Acts 1921, No. 116, § 22; Pope's Dig., § 2307; A.S.A. 1947, § 77-922.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-425 - Existing entities may participate

(a)
(1)
By a majority vote of its stockholders or members, any corporation or association organized under previous existing statutes may be brought under the provisions of this subchapter by limiting its membership and adopting the other restrictions as provided in this subchapter.
(2)
It shall make out in duplicate a statement signed and sworn to by its directors upon forms supplied by the Secretary of State to the effect that the corporation or association has by a majority vote of its stockholders or members decided to accept the benefits and be bound by the provisions of this subchapter.
(3)
Articles of incorporation shall be filed as required in §
2-2-408
, except that they shall be signed by the members of the board of directors.
(b)
The filing fee shall be the same as for filing an amendment to articles of incorporation.
Acts 1921, No. 116, § 23; Pope's Dig., § 2308; A.S.A. 1947, § 77-923.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-426 - Arrangements not in restraint of trade

No association organized under this subchapter shall be deemed to be a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition or fix prices arbitrarily. The marketing contracts or agreements between the association and its members or any agreements authorized in this subchapter are not illegal or in restraint of trade.
Acts 1921, No. 116, § 25; Pope's Dig., § 2310; A.S.A. 1947, § 77-925.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-427 - Tax exemption

Each association organized under this subchapter shall be exempt from all franchise or license taxes.
Acts 1921, No. 116, § 28; 1937, No. 351, § 2; Pope's Dig., § 2313; A.S.A. 1947, § 77-927.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-428 - General corporation laws

The provisions of the general corporation laws of this state and all powers and rights thereunder shall apply to the associations organized under this subchapter, except where the provisions are in conflict with or inconsistent with the express provisions of this subchapter.
Acts 1921, No. 116, § 27; Pope's Dig., § 2312; A.S.A. 1947, § 77-926.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-429 - Conflicting laws

Any provisions of law which are in conflict with this subchapter shall not be construed as applying to the associations provided for in this subchapter.
Acts 1921, No. 116, § 20; Pope's Dig., § 2305; A.S.A. 1947, § 77-920.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 2 - AGRICULTURAL COOPERATIVE ASSOCIATIONS (§§ 2-2-101 — 2-2-430) › Subchapter 4 - MARKETING ASSOCIATIONS (§§ 2-2-401 — 2-2-430) › Section 2-2-430 - Conversion to nonprofit corporate status

(a)
An association formed under this subchapter may elect to be governed by the provisions of the Arkansas Nonprofit Corporation Act of 1993, §
4-33-101
et seq., by amending and restating its articles of incorporation to provide that it shall be so governed.
(b)
The election shall be approved upon receiving the affirmative vote of at least two-thirds (2/3) of the votes cast at any regular meeting, or at any special meeting called for that purpose, in which members holding not less than fifty percent (50%) of the voting power of the association are represented in person or by proxy, but the election once made shall be irrevocable.
(c)
The amended and restated articles of incorporation shall comply with and shall be filed under the provisions of the Arkansas Nonprofit Corporation Act of 1993, §
4-33-101
et seq., and thereafter the association shall be governed by the Arkansas Nonprofit Corporation Act of 1993, §
4-33-101
et seq.
Acts 1997, No. 521, § 1.
Arkansas Code of 1987 (2023) › Title 2 - AGRICULTURE (§§ 2-1-101 — 2-40-1305) › Subtitle 1 - GENERAL PROVISIONS (§§ 2-1-101 — 2-11-107) › Chapter 3 - ARKANSAS AGRICULTURAL FOREIGN INVESTMENT (§§ 2-3-101 — 2-3-111) › Section 2-3-101 - [Suspended See Note] Title

This chapter may be cited as the "Arkansas Agricultural Foreign Investment Act".
Acts 1979, No. 1096, § 1; A.S.A. 1947, § 77-2201.
Pursuant to section 2-3-111, which became effective 7/28/2021, sections 2-3-101 through 2-3-110 are suspended while the Agricultural Foreign Investment Disclosure Act, 7 U.S.C. § 3501 et seq., is in effect .