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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-28-101 — 4-28-105) › Section 4-28-104 - Audit of nonprofit organization

(a)
For purposes of this section:
(1)
"Nonprofit organization" means an organization exempt from taxation under §
26 U.S.C. 501(c)(3)
; and
(2)
"State financial assistance" means all state funds given, granted, or disbursed to a nonprofit organization pursuant to appropriation laws to provide services for the citizens of this state or for capital projects.
(b)
(1)
Any nonprofit organization receiving state financial assistance shall be subject to audit of its receipt and expenditure of state financial assistance by Arkansas Legislative Audit.
(2)
An audit shall be conducted by Arkansas Legislative Audit only after approval by the Legislative Joint Auditing Committee.
Acts 2001, No. 958, § 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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-28-101 — 4-28-105) › Section 4-28-105 - Capacity to assert and defend - Standing

(a)
A nonprofit organization may, in its own name, institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution.
(b)
A nonprofit organization may, in its own name, assert a claim on behalf of its members if:
(1)
One (1) or more members of the nonprofit organization have standing to assert a claim in their own rights;
(2)
The interests the nonprofit organization seeks to protect are germane to its purpose; and
(3)
Neither the claim asserted nor the relief requested requires the participation of a member.
Amended by Act 2019, No. 379,§ 2, eff. 7/24/2019.
Added by Act 2017, No. 822,§ 1, eff. 8/1/2017.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-201 - Title

Sections
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
shall be known as the "Arkansas Nonprofit Corporation Act".
Acts 1963, No. 176, § 1; A.S.A. 1947, § 64-1901.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-202 - Definitions

As used in §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, unless the context otherwise requires:
(1)
"Board of directors" means the group of persons vested with the management of the affairs of the corporation;
(2)
"Corporation" means a domestic corporation not for profit subject to the provisions of §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
;
(3)
"Foreign corporation" means a corporation not for profit organized under laws other than the laws of this state; and
(4)
"Not-for-profit corporation" means a corporation no part of the income of which is distributable to its members, directors, or officers. Sections
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
shall apply only to corporations organized under the laws of this state authorizing organization of nonprofit corporations.
Acts 1963, No. 176, § 2; A.S.A. 1947, § 64-1902.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-203 - Applicability of subchapter

(a)
The provisions of §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
relating to domestic corporations shall apply to:
(1)
All corporations organized hereunder; and
(2)
All not-for-profit corporations heretofore organized under any act hereby repealed, for the purposes for which a corporation might be organized under §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
.
(b)
The provisions of §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
relating to foreign corporations shall apply to all foreign not-for-profit corporations conducting affairs in this state for purposes for which a corporation might be organized under §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
. However, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
shall not apply to any corporation whose membership is composed of corporations which file annual statements with a department or agency of this or some other state.
Acts 1963, No. 176, § 3; A.S.A. 1947, § 64-1903.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-204 - Effect on preexisting corporations

(a)
The provisions of §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
shall in no way affect any nonprofit corporation chartered under and in accordance with the laws of this state existing prior to March 7, 1963.
(b)
Any such nonprofit corporation organized prior to March 7, 1963, and which has not filed a copy of the order or action whereby it was granted corporate status under the then existing law may file a certified copy of the order or action from the clerk of the court wherein the authority was granted, together with a filing fee of ten dollars ($10.00), with the Secretary of State, and the filing shall evidence the incorporation and shall entitle the organization to recognition of its legal status, the same as one formed under the provisions of §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
.
Acts 1963, No. 176, § 22; 1973, No. 42, § 1; A.S.A. 1947, § 64-1921.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-205 - Lawful purposes

Corporations may be organized under §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
for any lawful purpose including, without being limited to any one (1) or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association. However, labor unions, rural electric corporations, cooperative agricultural or marketing associations, etc., organized for either direct or indirect financial gain or advantage, and any cooperative associations coming within the purview of §§
4-30-101
-
4-30-117
,
4-30-201
,
4-30-202
, and
4-30-204
-
4-30-207
shall be governed by the particular acts applicable to such associations.
Acts 1963, No. 176, § 4; A.S.A. 1947, § 64-1904.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-207 - Charitable, religious, etc., organizations - Amendment of articles of incorporation by operation of law

Notwithstanding any provision of Arkansas law or in the articles of incorporation to the contrary, the articles of incorporation of each nonprofit corporation organized under the laws of this state which is an exempt charitable, religious, literary, educational, or scientific organization as described in section 501(c)(3) of the Internal Revenue Code,
26 U.S.C. § 501(c)(3)
, shall be deemed to contain the following provisions:
"Upon the dissolution of the corporation, the board of trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such charitable, educational, religious, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the board of trustees shall determine. Any such assets not so disposed of shall be disposed of by the circuit court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes."
Acts 1977, No. 181, § 1; A.S.A. 1947, § 64-1924.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-208 - Private foundations - Amendment of articles of incorporation by operation of law

(a)
Notwithstanding any provision in the laws of this state, including the provisions of the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, or in the articles of incorporation to the contrary, except as provided in subsection (c) of this section, the articles of incorporation of each corporation which is a "private foundation" as defined in section 509 of the Internal Revenue Code of 1954,
26 U.S.C. § 509
, shall be deemed to contain the following provisions:
"The corporation shall make distributions at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code of 1954; the corporation shall not engage in any act of self-dealing (as defined in section 4941(d) of the Code) which would subject it to tax under section 4941 of the Code; the corporation shall not retain any excess business holdings (as defined in section 4943(c) of the Code) which would subject it to tax under section 4943 of the Code; the corporation shall not make any investments in such manner as to subject it to tax under section 4944 of the Code; and the corporation shall not make any taxable expenditures (as defined in section 4945(d) of the Code) which would subject it to tax under section 4945 of the Code."
(b)
With respect to any such corporation organized prior to January 1, 1970, subsection (a) of this section shall apply only for its taxable years beginning on or after January 1, 1972.
(c)
The articles of incorporation of any corporation described in subsection (a) of this section may be amended to expressly exclude the application of this section, and in the event of amendment, this section shall not apply to that corporation.
(d)
Nothing contained in this section shall impair the rights and powers of the courts or any officer, agency, or department of this state with respect to any corporation.
(e)
As used in this section, unless the context requires otherwise, all references to "the Code" are to the Internal Revenue Code of 1954,
26 U.S.C. § 1
et seq., and all references to specific sections of the Code include future amendments to the sections and corresponding provisions of any future federal tax laws.
Acts 1971, No. 728, §§ 1, 3; A.S.A. 1947, §§ 64-1922, 64-1923.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-209 - Powers

Each corporation shall have power:
(1)
To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;
(2)
To sue and be sued, complain, and defend in its corporate name;
(3)
To purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property or any interest therein, wherever situated;
(4)
To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;
(5)
To make contracts and incur liabilities, borrow money, issue its notes, bonds, and other obligations, act as a trustee, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income;
(6)
To manage its internal affairs in any desired manner so long as the provisions of the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, or other law are not violated; and
(7)
To do any and all things necessary, convenient, useful, or incidental to the attainment of its purposes as fully and to the same extent as natural persons lawfully might or could do so long as consistent with the provisions of the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
.
Acts 1963, No. 176, § 7; A.S.A. 1947, § 64-1907; Acts 1993, No. 1147, § 1801.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-210 - Members

(a)
A corporation may have one (1) or more classes of members, or may have no members, as provided in the articles of incorporation.
(b)
(1)
If a membership fee is collected, a serially numbered certificate evidencing the membership fee shall be issued.
(2)
The records of the corporation shall clearly indicate the amount of the fee collected for each serially numbered certificate of membership.
(3)
If honorary membership certificates are issued, the records of the corporation shall reflect each and every one (1) issued.
Acts 1963, No. 176, § 14; A.S.A. 1947, § 64-1914.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-211 - Board of directors

(a)
The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until their successors have been elected and qualified. Thereafter, the board of directors shall be elected by vote of the entire membership of the corporation.
(b)
The number of directors shall be fixed by the articles of incorporation except that they shall not be fewer than three (3).
(c)
The terms of office of the board of directors shall be fixed by the articles of incorporation. However, the terms of office for a perpetually existing corporation shall be not less than one (1) year nor more than six (6) years, and the terms of office for a corporation of limited duration shall be for not more than one-third (1/3) of the stated period of duration.
(d)
Nothing contained in this section shall prevent the staggering of the terms of office of the board of directors, but in no case may a director or directors hold office for longer than his or her specified term, except by reelection as provided in the articles of incorporation and in a manner consistent with the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
.
Acts 1963, No. 176, § 10; A.S.A. 1947, § 64-1910.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-212 - Voting

(a)
Each member shall be entitled to one (1) vote in the election of the board of directors. Where more than one (1) membership is held by a single entity, the member shall be entitled to one (1) vote for each such membership.
(b)
On such other matters as may be subject to vote of the members, the voting right shall be as provided in the articles of incorporation or bylaws.
(c)
(1)
In all matters as may be subject to the vote of the members, a member may vote in person or by proxy, unless the articles of incorporation or bylaws require such votes to be cast in person at a meeting of the membership held for such purposes.
(2)
A member may appoint a proxy to vote or otherwise act for him or her by signing an appointment form, either personally or by his or her attorney-in-fact.
(3)
An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless the member expressly provides for a longer term in the appointment form.
(4)
An appointment of a proxy is revocable by the member at any time by written notice regular on its face to the secretary or other officer or agent authorized to tabulate votes.
(5)
Subject to §
4-28-224
and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
Acts 1963, No. 176, § 11; A.S.A. 1947, § 64-1911; Acts 1989, No. 672, § 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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-213 - Officers

(a)
The officers of a corporation shall consist of a president, vice president, secretary, treasurer, and such other officers and assistant officers as may be deemed necessary.
(b)
The officers shall be elected or appointed in such manner and for such terms, not exceeding three (3) years, as may be prescribed in the articles of incorporation or bylaws.
(c)
The articles of incorporation or bylaws may provide that one (1) or more officers of the corporation shall be ex officio members of the board of directors.
Acts 1963, No. 176, § 12; A.S.A. 1947, § 64-1912.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-214 - Registered agent - Service of process

(a)
Each corporation shall maintain a registered agent at its principal office or place of business upon whom may be served any process, notice, or demand required or permitted by law to be served upon the corporation. The registered agent may be changed upon the filing of proper notice in the office of the Secretary of State.
(b)
(1)
Whenever a corporation fails to appoint or maintain a registered agent in this state or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of the corporation upon whom any such process, notice, or demand may be served.
(2)
Service on the Secretary of State shall be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of the process, notice, or demand.
(3)
The Secretary of State shall cause one (1) of the copies of the process, notice, or demand to be forwarded by registered mail or certified mail with a return receipt requested to the corporation at its last known principal office or place of business.
(4)
Any service so had on the Secretary of State shall be returnable in not less than thirty (30) days.
(c)
Nothing contained in this section shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any manner permitted by law.
Acts 1963, No. 176, § 15; A.S.A. 1947, § 64-1915.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-215 - Compensation and reimbursement to members, directors, officers, etc

(a)
A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered and may confer benefits upon its members in conformity with its purposes.
(b)
A corporation may make reimbursement to its members, directors, officers, or employees for expenses incurred in attending to their authorized duties, the expenses to be evidenced by receipt or other proper document.
Acts 1963, No. 176, § 8; A.S.A. 1947, § 64-1908.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-216 - Powers of Secretary of State

(a)
The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him or her to ascertain whether the corporation has complied with all the provisions of the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
.
(b)
The Secretary of State shall have such other power and authority reasonably necessary to enable him or her to administer the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, efficiently and to perform the duties imposed upon him or her by the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
.
Acts 1963, No. 176, § 17; A.S.A. 1947, § 64-1917.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-217 - Rules by state agencies applicable

(a)
If any nonprofit corporation established under the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, engages in any activity controlled or regulated by any officer, agency, or department of this state, the activity shall be conducted in compliance with the laws and such rules as may be promulgated by the officer, agency, or department.
(b)
For the purpose of furthering the organization and operation of any nonprofit corporation as authorized by the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, any such officer, agency, or department of this state may issue necessary permits and licenses to the corporations and regulate the use of the permits and licenses as may be required for the operation of the corporations.
Amended by Act 2019, No. 315,§ 110, eff. 7/24/2019.
Acts 1963, No. 176, § 16; A.S.A. 1947, § 64-1916.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-218 - Books and accounting records

(a)
Each corporation shall keep correct and complete books and records of account.
(b)
All receipts of moneys and expenditures shall be properly recorded according to accepted accounting principles.
(c)
A record of the proceedings of its members, board of directors, and committees shall be kept.
(d)
A record of the names and addresses of its members entitled to vote shall be maintained at the principal office or place of business of the corporation.
(e)
All books and records of a corporation may be inspected by any member for any proper purpose at any reasonable time.
Acts 1963, No. 176, § 13; A.S.A. 1947, § 64-1913.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-219 - Shares of stock and dividends prohibited

(a)
A corporation shall not have or issue shares of stock.
(b)
No dividend shall be paid and no part of the income of a corporation shall be distributed to its members, directors, or officers.
Acts 1963, No. 176, § 8; A.S.A. 1947, § 64-1908.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-220 - Loans to directors and officers prohibited

(a)
No loans shall be made by a corporation to its directors or officers.
(b)
The directors of a corporation who vote for or assent to the making of a loan to a director or officer and any officers participating in the making of the loan shall be jointly and severally liable to the corporation for the amount of the loan until repayment thereof.
Acts 1963, No. 176, § 9; A.S.A. 1947, § 64-1909.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-221 - Admission of foreign corporation

(a)
Prior to conducting affairs in this state, a foreign corporation shall first procure a certificate of authority from the Secretary of State.
(b)
Application for the certificate of authority shall contain the following information:
(1)
The name of the corporation and the state or country under the laws of which it is incorporated;
(2)
The date of incorporation and the period of duration of the corporation;
(3)
The address of its principal office or place of business;
(4)
The name and address of its proposed registered agent for service of process in this state;
(5)
Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine whether that corporation is entitled to a certificate of authority to conduct affairs in this state; and
(6)
The purpose or purposes of the corporation which it proposes to pursue in this state.
(c)
A foreign corporation upon receiving a certificate of authority under the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, shall enjoy the same, but no greater, rights and privileges as a domestic corporation subject to the provisions of the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, and shall be subject to the same duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic corporation of like character.
Acts 1963, No. 176, § 19; A.S.A. 1947, § 64-1919.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-222 - Involuntary dissolution

A corporation incorporated under the provisions of the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
, may be dissolved involuntarily by a decree of the Pulaski County Circuit Court in an action filed by the Attorney General or by a decree of the circuit court of the county in which that corporation is domiciled in an action filed by the prosecuting attorney when it is established that:
(1)
The corporation procured its articles of incorporation through fraud;
(2)
The corporation has continued to exceed or abuse the authority conferred upon it by law;
(3)
The corporation has failed for ninety (90) days to appoint and maintain a registered agent in this state;
(4)
The corporation has failed to keep proper accounting records as provided in the Arkansas Nonprofit Corporation Act, §§
4-28-201
-
4-28-206
and
4-28-209
-
4-28-224
;
(5)
The corporation constitutes a public nuisance; or
(6)
The corporation has violated the laws of this state or the rules of any state regulatory board or commission having jurisdiction of any activity of the corporation.
Amended by Act 2019, No. 315,§ 111, eff. 7/24/2019.
Acts 1963, No. 176, § 18; A.S.A. 1947, § 64-1918.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-223 - Fees to be paid to Secretary of State

The Secretary of State shall charge and collect the fees provided under §
4-33-122
for filing the articles of incorporation, amendments, and other filings or certificates under this subchapter.
Acts 1963, No. 176, § 20; A.S.A. 1947, § 64-1920; Acts 1987, No. 1068, § 4; 2007, No. 646, § 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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-224 - Corporation's acceptance of votes

(a)
If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
(b)
If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1)
The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2)
The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3)
The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(4)
Two (2) or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c)
The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
(d)
The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(e)
Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Acts 1989, No. 672, § 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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 2 - ARKANSAS NONPROFIT CORPORATION ACT (§§ 4-28-201 — 4-28-225) › Section 4-28-225 - Conversion to public water authority

(a)
A corporation which meets the definition of a qualified corporation, as defined by §
4-35-103
, may adopt a plan to convert its entity status from that of a nonprofit corporation to a water authority pursuant to the Water Authority Act, §
4-35-101
et seq., unless the articles or bylaws require otherwise, if the conversion is approved:
(1)
By a majority of the members of the board of directors of the corporation; and
(2)
If the corporation has members, by two-thirds (2/3) of the votes cast by the members, in person or by proxy, at a regular or special meeting of the members at which a quorum is present.
(b)
For purposes of this section and unless the articles or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented in person or by proxy at a meeting of members to constitute a quorum.
Acts 2003, No. 1330, § 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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 3 - MERGER OR CONSOLIDATION OF NONPROFIT CORPORATIONS (§§ 4-28-301 — 4-28-309) › Section 4-28-301 - Definition

As used in this subchapter, the terms "corporation", "foreign corporation", "not-for-profit corporation", and "board of directors" shall have the same meaning as stated in the definition of those terms in §
4-28-202
.
Acts 1983, No. 614, § 9; A.S.A. 1947, § 64-1933.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 3 - MERGER OR CONSOLIDATION OF NONPROFIT CORPORATIONS (§§ 4-28-301 — 4-28-309) › Section 4-28-302 - Domestic corporations - Merger pursuant to plan

(a)
Any two (2) or more domestic corporations may merge into one (1) of such corporations pursuant to a plan of merger approved in the manner provided in this subchapter.
(b)
Each corporation shall adopt a plan of merger setting forth:
(1)
The name of the corporations proposing to merge;
(2)
The name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;
(3)
The terms and conditions of the proposed merger;
(4)
A statement of any changes in the articles of incorporation of the surviving corporation to be affected by the merger; and
(5)
Any other provisions with respect to the proposed merger as are deemed necessary or desirable.
Acts 1983, No. 614, § 1; A.S.A. 1947, § 64-1925.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 3 - MERGER OR CONSOLIDATION OF NONPROFIT CORPORATIONS (§§ 4-28-301 — 4-28-309) › Section 4-28-303 - Domestic corporations - Consolidation pursuant to plan

(a)
Any two (2) or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this subchapter.
(b)
Each corporation shall adopt a plan of consolidation setting forth:
(1)
The names of the corporations proposing to consolidate;
(2)
The name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;
(3)
The terms and conditions of the proposed consolidation;
(4)
With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Arkansas Nonprofit Corporation Act, §
4-28-201
et seq.; and
(5)
Any other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
Acts 1983, No. 614, § 2; A.S.A. 1947, § 64-1926.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 3 - MERGER OR CONSOLIDATION OF NONPROFIT CORPORATIONS (§§ 4-28-301 — 4-28-309) › Section 4-28-304 - Domestic corporations - Adoption of plan of merger or consolidation - Abandonment

(a)
A plan of merger or consolidation of domestic corporations shall be adopted in the following manner:
(1)
(A)
Where the members of any merging or consolidating corporation have voting rights, the board of directors of the corporations shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at the meeting of members having voting rights, which may be either an annual or a special meeting.
(B)
Written or printed notice setting forth the proposed plan or a summary thereof shall be given within a reasonable time before the meeting to each member entitled to a vote at the meeting.
(C)
The proposed plan shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at the meeting in person or by proxy are entitled to cast, unless any class of members is entitled to vote as a class thereon by the terms of the articles of incorporation or of the bylaws, in which event as to such corporations the proposed plan shall not be adopted unless it also receives at least two-thirds (2/3) of the votes which members of each such class who are present at the meeting in person or by proxy are entitled to cast; and
(2)
Where any merging or consolidating corporation has no members or no members having voting rights, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of that corporation upon receiving the vote of a majority of the directors in office.
(b)
After approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
Acts 1983, No. 614, § 3; A.S.A. 1947, § 64-1927.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 3 - MERGER OR CONSOLIDATION OF NONPROFIT CORPORATIONS (§§ 4-28-301 — 4-28-309) › Section 4-28-305 - Domestic corporations - Articles of merger or consolidation

(a)
Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by its president or a vice president and by its secretary or an assistant secretary and verified by one (1) of the officers of each corporation signing the articles.
(b)
The articles of merger or consolidation shall set forth:
(1)
The plan of merger or the plan of consolidation;
(2)
Where the members of any merging or consolidating corporation have voting rights, then as to each corporation:
(A)
A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds (2/3) of the votes which members present at the meeting in person or by proxy were entitled to cast, as well as, in the case of any class entitled to vote as a class thereon by the terms of the articles of incorporation or of the bylaws, at least two-thirds (2/3) of the votes which members of any such class who were present at the meeting in person or by proxy were entitled to cast; or
(B)
A statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and
(3)
Where any merging or consolidating corporation has no members or no members having voting rights, then as to each corporation a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office.
(c)
The original and a copy of the articles of merger or articles of consolidation shall be delivered to the Secretary of State.
(d)
If the Secretary of State finds that the articles conform to law, he or she shall, when all fees have been paid, including a fee of ten dollars ($10.00) for filing articles of merger or consolidation and issuing a certificate therefor:
(1)
Endorse on the original and the copy the word "Filed" and the month, day, and year of the filing thereof;
(2)
File the original in his or her office; and
(3)
Issue a certificate of merger or a certificate of consolidation to which he or she shall affix the copy.
Acts 1983, No. 614, § 4; A.S.A. 1947, § 64-1928.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 3 - MERGER OR CONSOLIDATION OF NONPROFIT CORPORATIONS (§§ 4-28-301 — 4-28-309) › Section 4-28-306 - Domestic corporations - Certificate of merger or consolidation - Merger or consolidation effected upon issuance

(a)
Upon the issuance of the certificate of merger or the certificate of consolidation by the Secretary of State, the merger or consolidation of domestic corporations shall be effected.
(b)
The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto by the Secretary of State, shall be returned to the surviving or new corporation, as the case may be, or its representative.
Acts 1983, No. 614, §§ 4, 5; A.S.A. 1947, §§ 64-1928, 64-1929.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 3 - MERGER OR CONSOLIDATION OF NONPROFIT CORPORATIONS (§§ 4-28-301 — 4-28-309) › Section 4-28-307 - Domestic corporations - Effect of merger or consolidation

When the merger or consolidation of domestic corporations has been effected:
(1)
The several corporations parties to the plan of merger or consolidation shall be a single corporation, which in the case of a merger shall be that corporation designated in the plan of merger as the surviving corporation and, in the case of consolidation, shall be the new corporation provided for in the plan of consolidation;
(2)
Subject to §
4-28-308
, the separate existence of all corporations party to the plan of merger or consolidation, except the surviving or new corporation, shall cease;
(3)
The surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under the Arkansas Nonprofit Corporation Act, §
4-28-201
et seq.;
(4)
The surviving or new corporation shall possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating corporations;
(5)
All real, personal, and mixed property, all debts due on whatever account, all other choses in action, and all and every other interest of or belonging to or due to each of the corporations so merged or consolidated shall be taken and deemed to be transferred to and vested in the single corporation without further act or deed;
(6)
The surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated, and any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the merger or consolidation had not taken place or the surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporations shall be impaired by merger or consolidation; and
(7)
In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger, and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or are permitted to be set forth in the articles of incorporation of corporations organized under the Arkansas Nonprofit Corporation Act, §
4-28-201
et seq., shall be deemed to be the articles of incorporation of the new corporation.
Acts 1983, No. 614, § 6; A.S.A. 1947, § 64-1930.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 3 - MERGER OR CONSOLIDATION OF NONPROFIT CORPORATIONS (§§ 4-28-301 — 4-28-309) › Section 4-28-309 - Continuation of prior corporate existence for limited purpose

(a)
The corporate existence of each constituent corporation which has been dissolved through merger or consolidation shall be continued indefinitely for the limited purpose of enabling the constituent corporation to execute through its own officers formal deeds, conveyances, assignments, and other instruments evidencing the transfer from the constituent to the surviving corporation, or new corporation created by consolidation, of any or all real and personal properties which have passed from the constituent to the surviving or consolidated corporation by operation of law.
(b)
The execution of the instruments shall not be essential to effect the transfer of title from the constituent to the surviving or consolidated corporation, inasmuch as the transfer will take effect through operation of law, but the power to execute such instruments is given to the end that it may be exercised:
(1)
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
(2)
In any other situation where the directors of the surviving or consolidated corporation consider the execution of the instruments desirable.
Acts 1983, No. 614, § 8; A.S.A. 1947, § 64-1932.