reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-707 - Class voting

(a)
In each instance where, under §
4-26-302(a)(4)
, §
4-26-303
, §
4-26-611(e)
, §
4-26-705(a)(2)
, §
4-26-903(a)(3)(B)
, §
4-26-1007(e) and (f)
, or §
4-26-1101
, a provision is made for the class voting of stock, thus requiring the votes of a certain percentage of each separate class of shares to authorize some specific corporate action, each class of shares to which a requirement of class voting is applicable shall be bound by the votes which are cast in person or by proxy of at least two-thirds (2/3) of those members of such class who are present in person or represented at the meeting by proxy if due and timely notice of the meeting has been given to all members of said class and at least fifty percent (50%) of the shares embraced in the class are present in person or by proxy.
(b)
The certificate to articles of amendment under §
4-26-304
, articles of merger or consolidation under §
4-26-1009
, and articles of dissolution under §
4-26-1102
shall, in all situations to which this section applies, be amended and adjusted to show the manner in which the requirements of this section were met in respect to class voting.
(c)
This section shall apply only to corporations having five hundred (500) or more shareholders.
Acts 1971, No. 345, §§ 1-3; A.S.A. 1947, §§ 64-225 -- 64-227; Acts 2009, No. 408, § 8.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-709 - Greater voting requirements

Whenever, with respect to any action to be taken by the shareholders of a corporation, the articles of incorporation require the vote or concurrence of the holders of a greater proportion of the shares, or of any class or series thereof, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control.
Acts 1965, No. 576, § 35.3; A.S.A. 1947, § 64-222.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-710 - Action by shareholders without a meeting

(a)
Any action required by this chapter to be taken at a meeting of the shareholders of a corporation or any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
(b)
The consent shall have the same force and effect as a unanimous vote of shareholders and may be stated as such in any articles or document filed with the Secretary of State under this chapter.
Acts 1965, No. 576, § 35.1; A.S.A. 1947, § 64-220.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-712 - Shares without preemptive rights - Corporate powers and limitations

(a)
In respect to shares or securities which are not subject to or which have been released from preemptive rights, or in respect to which preemptive rights have expired, and subject to subsection (b):
(1)
The board of directors may grant options to subscribe for, or to purchase, such shares or securities; and it may fix the terms and consideration of such optional rights and of the purchase to be made thereunder. The optional rights may be evidenced in such form as the board may prescribe and may be made transferable.
(2)
The board of directors, without the granting of options, may authorize the sale and issuance of the shares or securities; and the board may select the purchasers and fix the terms and consideration for the sale and issuance of the shares and securities.
(b)
(1)
A corporation shall not issue or sell to any one (1) or more of its directors, officers, or employees or to any one (1) or more of the directors, officers, or employees of a subsidiary corporation any of its treasury or authorized shares which carry voting rights, as defined in §
4-26-711(b)
, or options to purchase shares, or securities convertible into or carrying options to purchase shares, unless such action, including the terms and consideration of the proposed issuance and sale, shall first be approved by the vote or written consent of the holders of at least a majority of the shares of the corporation which carry such voting rights.
(2)
However, no corporation which is required by the laws of the United States to register with and file periodic reports with the United States Securities and Exchange Commission shall be subject to the provisions of this subsection.
Acts 1965, No. 576, § 28; 1973, No. 110, § 1; A.S.A. 1947, § 64-213.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-713 - Right to dissent no bar to other legal actions

The fact that a shareholder may have, under this chapter, a potential right of dissent and appraisal in respect to any corporate action will not impair his or her right to challenge the legality of the corporate action and sue to enjoin the action or enforce any other legal remedy in connection therewith, provided the shareholder is guilty of no laches and acts with great promptitude before the rights of third parties have intervened.
Acts 1965, No. 576, § 82; A.S.A. 1947, § 64-224.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-715 - Books and records - Examination

(a)
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors and shall keep at its registered office or principal place of business in this state, or at the office of its transfer agent or registrar in this state, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.
(b)
Any person who shall have been a shareholder of record for at least six (6) months immediately preceding his or her demand, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time, for any proper purpose, its books and records of account, minutes, and record of shareholders and to make extracts therefrom.
(c)
(1)
Upon refusal by the corporation or by an officer or agent of the corporation to permit an inspection of the corporation's books, records of account, minutes, or record of shareholders, the person making demand for inspection may file a civil action in the circuit court of the county in which the corporation maintains either its principal place of business or its registered office for the purpose of securing an order of the court directing the corporation, its officers, and agents to permit the requested inspection.
(2)
The proceeding shall be advanced upon the docket of the court; and the court shall hear the parties summarily, by affidavit or otherwise.
(3)
If the applicant establishes that he or she is qualified and entitled to the inspection, the court shall grant an order permitting the inspection, subject to any limitations which the court may prescribe; and the court may grant such other relief as to the court may seem just and proper.
(4)
The court may deny or restrict inspection if it finds that the shareholder has improperly used information secured through any prior examination of the books and records of accounts or minutes or record of shareholders of the corporation or of any other corporation, or that he or she was not acting in good faith or for a proper purpose in making his or her demand.
(d)
Upon the written request of any shareholder of a corporation, the corporation shall mail to the shareholder its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations.
Acts 1965, No. 576, § 53; A.S.A. 1947, § 64-312.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-716 - Liability of subscribers and shareholders

(a)
A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to the shares other than the obligation to pay to the corporation the full consideration fixed as provided by law for which those shares were issued or to be issued.
(b)
(1)
Every original holder of watered shares or of shares not fully paid as agreed shall continue liable thereon to the corporation notwithstanding any transfer of the shares.
(2)
A transferee of the shares shall not be liable thereon if he or she acquired them in good faith without knowledge or notice that they were watered shares or shares not fully paid as agreed or if he or she acquired them from a transferor similarly free from liability. The burden of proof that the transferee did not so acquire the shares shall be upon the adverse party.
(c)
An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not be personally liable to the corporation as a holder of or subscriber to shares of a corporation, but the estate and funds in his or her hands shall be so liable.
(d)
No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.
Acts 1965, No. 576, § 25; A.S.A. 1947, § 64-210.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-801 - Board of directors generally

(a)
All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
(b)
Directors need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors.
(c)
The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the articles of incorporation.
(d)
Directors may not vote by proxy.
Acts 1965, No. 576, § 36; A.S.A. 1947, § 64-301; Acts 1987, No. 323, § 2.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-802 - Number, election, and term of directors

(a)
The number of directors of a corporation shall be not less than three (3) except that in cases where all the shares of a corporation are owned of record by either one (1) or two (2) shareholders, the number of directors may be one (1) or two (2) but not less than the number of shareholders. Subject to this limitation, the number of directors shall be fixed by the bylaws except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation.
(b)
The number of directors may be increased or decreased from time to time by amendment to the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
(c)
In the absence of a bylaw fixing the number of directors, the number shall be the same as the number stated in the articles of incorporation.
(d)
The number of directors who will constitute the initial board shall be stated in the articles of incorporation; and the members of the first board shall hold office until the first annual meeting of shareholders and until their successors shall have been elected and qualified.
(e)
At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting.
(f)
Each director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified.
Acts 1965, No. 576, § 37; A.S.A. 1947, § 64-302.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-803 - Vacancies

(a)
(1)
A vacancy on the board of directors shall exist when a director dies or resigns or when he or she is removed by the shareholders or by virtue of newly created directorship resulting from any increase in the authorized number of directors.
(2)
Any vacancy, other than a vacancy occurring through shareholders' action in removing a director, occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board, unless it is otherwise provided in the articles of incorporation or bylaws, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced.
(b)
If by reason of death, resignation, or other cause, a corporation should at any time have no directors in office, then any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of shareholders and, over his or her own signature, give notice of the meeting according to §
4-26-703
.
Acts 1965, No. 576, § 38; A.S.A. 1947, § 64-303.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-804 - Removal of directors

(a)
(1)
At a shareholders' meeting called expressly for that purpose, directors may be removed in the manner provided in this section.
(2)
The entire board of directors or any one (1) or more of the directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.
(3)
If less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.
(b)
Whenever the holders of the shares of any class are entitled to elect one (1) or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.
(c)
When a director shall be removed, the resulting vacancy shall be filled by the shareholders and may be filled at the same shareholders' meeting at which the vacancy is created or at a subsequent meeting.
Acts 1965, No. 576, § 39; A.S.A. 1947, § 64-304.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-805 - Directors' meetings

(a)
Meetings of the board of directors, regular or special, may be held either within or without this state.
(b)
(1)
Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws.
(2)
Special meetings of the board of directors shall be held upon such notice as is prescribed in the bylaws; but such notice may be waived as provided in §
4-26-105
.
(3)
Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting unless required by the bylaws.
Acts 1965, No. 576, § 42; A.S.A. 1947, § 64-307.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-806 - Quorum of directors

A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws.
Acts 1965, No. 576, § 40; A.S.A. 1947, § 64-305.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-807 - Action of board with or without meeting

(a)
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the articles of incorporation or the bylaws.
(b)
Where the articles of incorporation or bylaws expressly permit such procedure, an action taken by a majority of the directors without a meeting in respect to any corporate matter is nevertheless a valid board action if either before or after the action is taken, all members of the board sign and file with the secretary for inclusion in the corporate minute book a memorandum showing the nature of the action taken, showing that each member of the board consented to the board acting informally in respect to the matter, and showing the names of the directors who approved the action taken and the names of those who opposed it.
Acts 1965, No. 576, § 40; A.S.A. 1947, § 64-305.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-808 - Executive committee

(a)
The articles of incorporation or bylaws may provide for the creation, by the board of directors from its membership, of an executive committee, to consist of not less than three (3) directors. To the extent specified by the board of directors or in the articles of incorporation or bylaws, the executive committee may exercise the authority of the board of directors under §
4-26-801
. The executive committee may not, however:
(1)
Authorize distributions;
(2)
Approve or propose to shareholders any action that this chapter requires to be approved by shareholders;
(3)
Fill vacancies on the board of directors or on any of its committees;
(4)
Amend the articles of incorporation;
(5)
Adopt, amend, or repeal bylaws;
(6)
Approve a plan of merger not requiring shareholder approval;
(7)
Authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(8)
Authorize or approve the issuance, sale, or contract for sale of shares or determine the designation and relative rights, preferences, and limitations of a class or series of shares. However, the board of directors may authorize a committee or a senior executive officer of the corporation to do so within the limits specifically prescribed by the board of directors.
(b)
The executive committee shall serve at the pleasure of the board of directors and shall act only in the intervals between the meetings of the board of directors and shall be subject to the control and direction of the board.
(c)
Unless otherwise provided in the articles of incorporation or bylaws, the executive committee may act by a majority of its members at a meeting or informally without a meeting provided all members sign a writing reflecting such informal action.
(d)
An act or authorization of an act by the executive committee with the authority lawfully delegated to it shall be as effective for all purposes as the act or authorization of the directors; however, the designation of the committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him or her by law.
Acts 1965, No. 576, § 41; A.S.A. 1947, § 64-306; Acts 1987, No. 323, § 3.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-809 - Bylaws

(a)
(1)
The initial bylaws of a corporation shall be adopted by its board of directors.
(2)
The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors except to the extent such power is reserved to the shareholders by the articles of incorporation.
(3)
The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
(b)
The adoption, amendment, or repeal of a bylaw by the board of directors shall require the affirmative vote of a majority of the authorized membership of the board; and any such action taken by the shareholders under authority reserved in the articles shall require the affirmative vote of the holders of a majority of the shares having voting rights as defined in §
4-26-711(b)
and also the affirmative vote of the holders of a majority of the shares of any other class which may be substantially adversely affected by such action.
Acts 1965, No. 576, § 29; A.S.A. 1947, § 64-513.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-812 - Officers

(a)
(1)
The officers of a corporation shall consist of a president, one (1) or more vice presidents as may be prescribed by the bylaws, a secretary, and a treasurer, each of whom shall be elected by the board of directors at such time and in such manner as may be prescribed by the bylaws.
(2)
Other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the bylaws.
(3)
Any two (2) or more offices may be held by the same person, except the offices of president and secretary; provided, however, in the case of a one-shareholder corporation or where all of the voting stock of a corporation shall be owned by only one (1) stockholder any two (2) or more offices may be held by the same person.
(b)
All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the bylaws, or as may be determined by resolution of the board of directors not inconsistent with the bylaws.
Acts 1965, No. 576, § 51; 1971, No. 362, § 1; 1973, No. 8, § 1; 1977, No. 317, § 1; A.S.A. 1947, § 64-310.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 8 - DIRECTORS AND OFFICERS (§§ 4-26-801 — 4-26-814) › Section 4-26-813 - Removal of officers

Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Acts 1965, No. 576, § 52; A.S.A. 1947, § 64-311.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 9 - MORTGAGE, SALE, ETC., OF ASSETS (§§ 4-26-901 — 4-26-904) › Section 4-26-901 - Corporate indebtedness - Mortgage of assets authorized

In authorizing the procurement of corporate loans, the creation of obligations under which the corporation is to be primarily or secondarily liable; the issuance of corporate notes, bonds, and other obligations; and the mortgage and pledge of all or any part of the corporate assets, including after-acquired property, as security for any obligation so incurred, the board of directors shall not be required to procure any consent from or authorization by the shareholders except in the instance of the increase of bonded indebtedness of the corporation. Where the bonded indebtedness is increased within the meaning of Arkansas Constitution, Article 12, § 8, shareholders' authorization of both the creation of the additional indebtedness and the lien securing the same shall be required in conformity with the constitutional provision.
Acts 1965, No. 576, § 78; A.S.A. 1947, § 64-801.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 9 - MORTGAGE, SALE, ETC., OF ASSETS (§§ 4-26-901 — 4-26-904) › Section 4-26-902 - Sale, lease, or exchange of assets in regular course of business

The sale, lease, or exchange of all or substantially all the property and assets of a corporation, when made in the usual and regular course of the business of the corporation, may be made upon such terms and conditions and for such considerations, which may consist in whole or in part of money or real or personal property including shares of any other domestic or foreign corporation, as shall be authorized by its board of directors. In this case, no authorization or consent of the shareholders shall be required.
Acts 1965, No. 576, § 79; A.S.A. 1947, § 64-802.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 9 - MORTGAGE, SALE, ETC., OF ASSETS (§§ 4-26-901 — 4-26-904) › Section 4-26-903 - Sale, lease, or exchange of assets other than in regular course of business

(a)
A sale, lease, or exchange of all or substantially all the property and assets, with or without the good will, of a corporation, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or real or personal property including shares of any other domestic or foreign corporation as may be authorized in the following manner:
(1)
The board of directors shall adopt a resolution recommending the sale, lease, or exchange and directing the submission of the sale, lease, or exchange to a vote at a meeting of shareholders which may be either an annual or a special meeting;
(2)
Written or printed notice shall be given to each shareholder of record within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders, and whether the meeting is an annual or a special meeting, the notice shall state that the purpose or one (1) of the purposes of the meeting is to consider the proposed sale, lease, or exchange;
(3)
(A)
At the meeting the shareholders may authorize the sale, lease, or exchange and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation. Each outstanding share of the corporation shall be entitled to vote thereon, whether or not entitled to vote by the provisions of the articles of incorporation.
(B)
The authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of the corporation unless any class of shares is entitled to vote as a class, in which event this authorization shall require the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares.
(b)
After the authorization by a vote of shareholders, the board of directors nevertheless, in its discretion, may abandon the sale, lease, or exchange of assets subject to the rights of third parties under any contracts relating thereto, without further action or approval by shareholders.
Acts 1965, No. 576, § 80; A.S.A. 1947, § 64-803.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1001 - Definitions

As used in this subchapter:
(1)
"Constituent corporation" means a constituent organization that is a corporation;
(2)
"Constituent organization" means an organization that is party to a merger;
(3)
"Converted organization" means the organization into which a converting organization converts under §§
4-26-1002
-
4-26-1005
;
(4)
"Converting corporation" means a converting organization that is a corporation;
(5)
"Converting organization" means an organization that converts into another organization under §
4-26-1002
;
(6)
"Governing statute" of an organization means the statute that governs the organization's internal affairs;
(7)
"In a record" means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;
(8)
(A)
"Organization" means:
(i)
A partnership, including a limited liability partnership;
(ii)
A limited partnership, including a limited liability limited partnership;
(iii)
A limited liability company;
(iv)
A business trust;
(v)
A corporation; or
(vi)
Any other entity that has a governing statute.
(B)
"Organization" includes a domestic or foreign organization whether or not the organization is organized for profit;
(9)
"Organizational documents" means:
(A)
For a domestic or foreign general partnership, its partnership agreement and, if applicable, statement of qualification;
(B)
For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(C)
For a domestic or foreign limited liability company, its certificate of organization and operating agreement or the comparable records provided for in its governing statute;
(D)
For a business trust, its agreement of trust and declaration of trust;
(E)
For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and agreements among its shareholders that are authorized by its governing statute or the comparable records provided for in its governing statute; and
(F)
For any other organization, the records that:
(i)
Create the organization;
(ii)
Determine the internal governance of the organization; and
(iii)
Determine the relations among the organization's owners, members, and interested parties; and
(10)
"Surviving organization" means an organization into which one (1) or more other organizations are merged.
Amended by Act 2023, No. 108,§ 1, eff. 8/1/2023.
Acts 2009, No. 408, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1002 - Conversion

(a)
An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§
4-26-1003
-
4-26-1005
and a plan of conversion if the:
(1)
Other organization's governing statute authorizes the conversion and is complied with; and
(2)
Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.
(b)
A plan of conversion must be in a record and must include the:
(1)
Name and form of the organization before conversion;
(2)
Name and form of the organization after conversion;
(3)
Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4)
Organizational documents of the converted organization.
Acts 2009, No. 408, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1003 - Action on plan of conversion by converting corporation

(a)
A plan of conversion may be approved if the:
(1)
Board of directors recommends the plan of conversion to the shareholders, unless the board of directors:
(A)
Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and
(B)
Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and
(2)
Shareholders approve the plan by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares entitled to vote.
(b)
The board of directors may condition its submission of the proposed conversion on any basis.
(c)
(1)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting:
(A)
Not less than twenty (20) days before the meeting; and
(B)
In the manner provided in §
4-26-703
for giving notice of meetings of shareholders.
(2)
The notice shall:
(A)
State that a purpose of the meeting is to consider the plan of conversion; and
(B)
Contain or be accompanied by a copy or summary of the plan.
(d)
Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by at least two-thirds (2/3) of all the votes entitled to be cast on the plan by the voting group.
(e)
Subject to any contractual rights, until a conversion is filed under §
4-26-1004
, a converting corporation may amend the plan or abandon the planned conversion:
(1)
As provided in the plan; and
(2)
Except as prohibited by the plan, by the same consent required to approve the plan.
Acts 2009, No. 408, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1004 - Filings required for conversion - Effective date

(a)
(1)
After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.
(2)
The articles of conversion shall include:
(A)
A statement that the corporation has been converted into another organization;
(B)
The name and form of the converted organization and the jurisdiction of its governing statute;
(C)
The date the conversion is effective under the governing statute of the converted organization;
(D)
A statement that the conversion was approved as required by this chapter;
(E)
A statement that the conversion was approved as required by the governing statute of the converted organization;
(F)
A statement confirming that the converted organization has filed a statement appointing an agent for service of process under §
4-20-112
if the converted organization is a foreign organization not authorized to transact business in this state; and
(G)
(i)
A copy of the plan of conversion; or
(ii)
A statement that:
(a)
Contains the address of an office of the organization where the plan of conversion is on file; and
(b)
A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.
(b)
(1)
If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.
(2)
The articles of incorporation shall include, in addition to the information required by §
4-26-202
:
(A)
A statement that the corporation was converted from another organization;
(B)
The name and form of the converting organization and the jurisdiction of its governing statute; and
(C)
A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(c)
A conversion becomes effective:
(1)
If the converted organization is a corporation, when the articles of incorporation take effect; and
(2)
If the converted organization is not a corporation, as provided by the governing statute of the converted organization.
Acts 2009, No. 408, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1005 - Effect of conversion

(a)
An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.
(b)
When a conversion takes effect:
(1)
All property owned by the converting organization remains vested in the converted organization;
(2)
All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(3)
An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4)
Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5)
Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6)
Except as otherwise agreed, the conversion does not dissolve a converting corporation under §
4-26-1101
et seq.
(c)
(1)
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation if before the conversion the converting corporation was subject to suit in this state on the obligation.
(2)
A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under §
4-20-113
if the converted organization:
(A)
Fails to appoint an agent for service of process under §
4-20-112
;
(B)
No longer has an agent for service of process; or
(C)
Has an agent for service of process that cannot with reasonable diligence be served.
Acts 2009, No. 408, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1006 - Merger

(a)
A corporation may merge with one (1) or more other constituent organizations under this section and §§
4-26-1007
-
4-26-1010
and a plan of merger if:
(1)
The governing statute of each of the other organizations authorizes the merger;
(2)
The merger is not prohibited by the law of a jurisdiction that enacted the governing statute; and
(3)
Each of the other organizations complies with its governing statute in effecting the merger.
(b)
A plan of merger shall be in a record and shall include:
(1)
The name and form of each constituent organization;
(2)
The name and form of the surviving organization;
(3)
The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(4)
Any amendments to be made by the merger to the surviving organization's organizational documents.
Acts 2009, No. 408, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1008 - Merger of subsidiary

(a)
A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation.
(b)
The board of directors of the parent corporation shall adopt a plan of merger that sets forth:
(1)
The names of the parent corporation and the subsidiary corporation; and
(2)
The manner and basis of converting the shares of the subsidiary corporation into:
(A)
Shares, obligations, or other securities of the parent corporation or any other corporation; or
(B)
Cash or other property.
(c)
The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary corporation who does not waive the mailing requirement in writing.
(d)
The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.
(e)
Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in §
4-26-307
.
Acts 2009, No. 408, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 10 - CONVERSION AND MERGER (§§ 4-26-1001 — 4-26-1012) › Section 4-26-1009 - Filings required for merger - Effective date

(a)
After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization.
(b)
The articles of merger shall include:
(1)
The name and form of each constituent organization and the jurisdiction of its governing statute;
(2)
The name and form of the surviving organization and the jurisdiction of its governing statute;
(3)
The date the merger is effective under the governing statute of the surviving organization;
(4)
Any amendments provided for in the plan of merger for the organizational document of the surviving organization;
(5)
A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(6)
A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under §
4-20-112
if the surviving organization is a foreign organization not authorized to transact business in this state;
(7)
(A)
A copy of the plan of merger; or
(B)
A statement that:
(i)
Contains the address of an office of the surviving organization where the plan of merger is on file; and
(ii)
A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and
(8)
Any additional information required by the governing statute of any constituent organization.
(c)
Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State.
(d)
A merger becomes effective under this subchapter:
(1)
If the surviving organization is a corporation, upon the later of:
(A)
Compliance with subsection (c) of this section; or
(B)
The date specified in the articles of merger; or
(2)
If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization.
Acts 2009, No. 408, § 1.