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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 2 - FORMATION OF AND CONVERSION TO A PUBLIC WATER AUTHORITY (§§ 4-35-201 — 4-35-210) › Section 4-35-205 - Officers

(a)
The officers of a water authority shall consist of a president, vice president, secretary, treasurer, and such other officers as the board of directors shall deem necessary to accomplish the purposes for which a water authority is organized.
(b)
The offices of secretary and treasurer may be held by the same person.
(c)
All officers of a water authority shall be elected by the board and shall serve for those terms of office as specified in the bylaws.
(d)
(1)
An officer may resign at any time by delivering notice to the water authority.
(2)
(A)
A resignation is effective when the notice is effective unless the notice specifies a future effective date.
(B)
If a resignation is made effective at a future date and the water authority accepts the future effective date, its board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
(e)
A board may remove any officer at any time with or without cause.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 2 - FORMATION OF AND CONVERSION TO A PUBLIC WATER AUTHORITY (§§ 4-35-201 — 4-35-210) › Section 4-35-206 - Notice

(a)
Notice may be communicated:
(1)
In person;
(2)
By telegraph, teletype, telecopier, facsimile, or other similar form of wire or wireless communication; or
(3)
By mail or private carrier.
(b)
Written notice, if in a comprehensible form, is effective at the earliest of the following:
(1)
When received;
(2)
Two (2) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; or
(3)
On the date shown on the return receipt if sent by registered or certificated mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 2 - FORMATION OF AND CONVERSION TO A PUBLIC WATER AUTHORITY (§§ 4-35-201 — 4-35-210) › Section 4-35-207 - Bylaws

(a)
The persons forming the water authority or the initial board of directors shall adopt bylaws for the water authority and shall file a copy of the executed bylaws with the Arkansas Natural Resources Commission.
(b)
The bylaws may contain any provision for regulating and managing the affairs of the water authority that is not inconsistent with law or the articles.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 2 - FORMATION OF AND CONVERSION TO A PUBLIC WATER AUTHORITY (§§ 4-35-201 — 4-35-210) › Section 4-35-208 - Amendment to articles or bylaws

(a)
Subject to subdivision (c)(2) and subsection (d) of this section, a water authority may amend its articles or bylaws at any time by a majority of the members of the board of directors at any regular or special meeting at which a quorum is present.
(b)
Any amendment to the articles of a water authority shall be delivered to and filed with both the Arkansas Natural Resources Commission and the Secretary of State setting forth:
(1)
The name of the water authority;
(2)
The text of each amendment adopted;
(3)
The date of each amendment's adoption; and
(4)
A statement that the amendment was approved by a sufficient vote of the board.
(c)
(1)
Any amendment to the bylaws shall be filed by the secretary of the water authority with the books and records of the water authority.
(2)
However, any change with respect to the number of directors or the procedure for electing or nominating directors shall first be approved in writing by the commission and, if approved, shall be filed with the commission.
(d)
The commission shall approve in writing any amendment to the articles or bylaws which changes the geographic service area over which the water authority has jurisdiction.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 2 - FORMATION OF AND CONVERSION TO A PUBLIC WATER AUTHORITY (§§ 4-35-201 — 4-35-210) › Section 4-35-209 - Registered office and registered agent

(a)
Each water authority shall continuously maintain in this state:
(1)
A registered office with the same address, which must include a street address, as that of the registered agent; and
(2)
A registered agent, who is an individual residing in this state and whose office is identical with the registered office.
(b)
A water authority may change its registered office or registered agent by delivering to the Arkansas Natural Resources Commission and the Secretary of State for filing a statement of change that sets forth:
(1)
The name of the water authority;
(2)
The street address of its current registered office;
(3)
If the current registered office is to be changed, the street address of the new registered office;
(4)
The name of its current registered agent; and
(5)
If the current registered agent is to be changed, the name of the new registered agent.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 3 - BOND PROVISIONS (§§ 4-35-301 — 4-35-306) › Section 4-35-302 - Execution of bonds

(a)
Bonds shall be executed by the manual or facsimile signature of the president of the water authority and by the manual or facsimile signature of the secretary of the water authority.
(b)
In case an officer whose signature appears on the bonds shall cease to be an officer before the delivery of the bonds, his or her signature shall nevertheless be valid and sufficient for all purposes.
(c)
If there is a seal, the bonds shall be sealed with the seal of the water authority.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 3 - BOND PROVISIONS (§§ 4-35-301 — 4-35-306) › Section 4-35-304 - Bonds - Tax exemption

(a)
The principal of and interest on bonds issued under the authority of this subchapter shall be exempt from all state, county, and municipal taxes.
(b)
This exemption shall include income, inheritance, and estate taxes.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 3 - BOND PROVISIONS (§§ 4-35-301 — 4-35-306) › Section 4-35-305 - Proceeds from issuance of bonds

(a)
The proceeds derived from all of the bonds other than refunding bonds may be used only to pay the costs of acquiring, constructing, improving, enlarging, and equipping the project with respect to which they were issued, as may be specified in the proceedings in which the bonds are authorized to be issued and all costs incidental thereto, including, without limitation:
(1)
The costs of any land forming a part of the project and all easements which may pertain to or be associated with any project;
(2)
The costs of the labor, materials, and supplies used in any construction, improvement, and enlargement, including architect's and engineer's fees and the cost of preparing contract documents and advertising for bids along with all other reasonable and necessary project costs;
(3)
The purchase price of and the cost of installing equipment for the project;
(4)
Legal, fiscal, accounting, and recording fees and expenses incurred in connection with the authorization, sale, and issuance of the bonds issued in connection with the project;
(5)
Interest on bonds for a reasonable period prior to, during, and after the time required for the construction and equipment;
(6)
The amount necessary to fund a debt service reserve in an amount deemed appropriate by the water authority;
(7)
Costs associated with the obtaining of default insurance, ratings, and other credit enhancements of every nature; and
(8)
Other operational expenses, reserves, and other accounts of every nature.
(b)
If any of the proceeds derived from the issuance of bonds remains undisbursed after completion of the project and the making of all such expenditures, the balance shall be used to pay principal of and interest on the bonds to fund a debt service reserve or for the redemption of bonds of the same issue.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 3 - BOND PROVISIONS (§§ 4-35-301 — 4-35-306) › Section 4-35-306 - Refunding bonds

(a)
A water authority, at any time and from time to time, may issue refunding bonds for the purpose of refunding the principal of and interest on any bonds of the water authority theretofore issued under this subchapter or bonds originally issued by the qualified corporation and then outstanding, whether or not the principal and interest shall have matured at the time of the refunding under this subchapter, and for the payment of any expenses incurred in connection with the refunding and any premium necessary to be paid in order to redeem or retire the bonds to be refunded.
(b)
The proceeds derived from the sale of any refunding bonds shall be used only for the purposes for which the refunding bonds were authorized to be issued.
(c)
(1)
Any of the refunding may be effected either by sale of the refunding bonds and the application of the proceeds by immediate application or by escrow deposit, with the right to invest moneys in the escrow deposit until needed for the redemption, or by exchange of the refunding bonds for the bonds or interest coupons to be refunded thereby.
(2)
However, the holders of any bonds to be refunded shall not be compelled without their consent to surrender their bonds for payment or exchange prior to the date on which they may be paid or redeemed by the water authority under their respective provisions.
(d)
Any refunding bonds of the water authority shall be payable solely from the revenues out of which the bonds to be refunded were payable or from those other sources or other revenues which might be identified in the indenture or resolution authorizing the bonds.
(e)
All provisions of this chapter pertaining to bonds of the water authority that are not inconsistent with the provisions of this section shall apply also to refunding bonds issued by the water authority to the extent applicable.
Acts 2003, No. 1330, § 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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 1 - PRELIMINARY PROVISIONS (§§ 4-36-101 — 4-36-106) › Section 4-36-101 - Title

This chapter shall be known and may be cited as the "Arkansas Benefit Corporation Act".
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 1 - PRELIMINARY PROVISIONS (§§ 4-36-101 — 4-36-106) › Section 4-36-102 - Application of chapter

(a)
This chapter shall apply to all benefit corporations.
(b)
This chapter does not imply that a contrary statute or rule of law applies to a business corporation that is not a benefit corporation.
(c)
(1)
Except as otherwise provided in this chapter, the Arkansas Business Corporation Act of 1987, §
4-27-101
et seq., is generally applicable to a benefit corporation.
(2)
Specific provisions of this chapter shall control over the general provisions of the Arkansas Business Corporation Act of 1987, §
4-27-101
et seq.
(3)
A benefit corporation may be simultaneously subject to this chapter and other statutes that provide for the incorporation of a specific type of business corporation.
(d)
The articles of incorporation or bylaws of a benefit corporation shall not limit, relax, be inconsistent with, or supersede this chapter.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 1 - PRELIMINARY PROVISIONS (§§ 4-36-101 — 4-36-106) › Section 4-36-104 - Formation - Fees

(a)
A benefit corporation shall be formed under the Arkansas Business Corporation Act of 1987, §
4-27-101
et seq., and its articles of incorporation shall state that it is a benefit corporation.
(b)
The Secretary of State shall collect filing fees, service fees, and fees for copying when documents are delivered to him or her to be filed under this subchapter and under §
4-27-122
.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 1 - PRELIMINARY PROVISIONS (§§ 4-36-101 — 4-36-106) › Section 4-36-105 - Election of status

(a)
An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of §
4-27-202
, a statement that the corporation is a benefit corporation.
(b)
To be effective, an amendment shall be adopted by at least the minimum status vote.
(c)
If an entity is not a benefit corporation but is a constituent corporation or organization in a merger or conversion with a benefit corporation, the merger or conversion shall be approved by at least the minimum status vote.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 1 - PRELIMINARY PROVISIONS (§§ 4-36-101 — 4-36-106) › Section 4-36-106 - Termination of status

(a)
A benefit corporation may end its benefit corporation status and not be subject to this chapter by amending its articles of incorporation to delete the statement in the articles of incorporation required by §
4-36-104
or §
4-36-105
to be stated in the articles of incorporation of a benefit corporation.
(b)
To be effective, the amendment shall be adopted by at least the minimum status vote.
(c)
If a merger or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, to be effective, the merger or conversion shall be approved by at least the minimum status vote.
(d)
A sale, lease, exchange, or other disposition of all or a substantial part of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 2 - CORPORATE PURPOSES (§ 4-36-201) › Section 4-36-201 - Corporate purposes

(a)
A benefit corporation shall have a purpose of creating a general public benefit and it is in addition to its purpose under §
4-36-103(a)(5)
.
(b)
(1)
The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the purpose of the benefit corporation to pursue in addition to its purposes under §
4-36-103(a)(5)
and subsection (a) of this section.
(2)
The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (a) of this section.
(c)
The creation of a general public benefit and a specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation.
(d)
(1)
A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to pursue.
(2)
To be effective, the amendment shall be adopted by at least the minimum status vote.
(e)
A professional corporation that is a benefit corporation does not violate the Arkansas Professional Corporation Act, §
4-29-201
et seq., by having the purpose to pursue a general public benefit or a specific public benefit.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 3 - ACCOUNTABILITY (§§ 4-36-301 — 4-36-305) › Section 4-36-301 - Standard of conduct for directors

(a)
In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:
(1)
Shall consider the effects of an action or inaction on:
(A)
The shareholders of the benefit corporation;
(B)
The employees and work force of the benefit corporation, its subsidiaries, and its suppliers;
(C)
The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
(D)
Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
(E)
The local and global environment;
(F)
The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(G)
The ability of the benefit corporation to accomplish its general public benefit purpose and a specific public benefit purpose;
(2)
May consider other pertinent factors or the interests of a group that they consider appropriate; and
(3)
Need not give priority to the interests of a particular person or group referred to in subdivision (a)(1) or subdivision (a)(2) of this section over the interests of another person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.
(b)
The consideration of interests and factors required by subsection (a) of this section does not constitute a violation of §
4-27-801
.
(c)
A director is not personally liable for monetary damages for:
(1)
Action taken as a director if the director performed the duties of office in compliance with §
4-27-801
; or
(2)
Failure of the benefit corporation to pursue a general public benefit or a specific public benefit.
(d)
A director does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 3 - ACCOUNTABILITY (§§ 4-36-301 — 4-36-305) › Section 4-36-302 - Benefit director

(a)
The board of directors of a benefit corporation may include a director who:
(1)
Is designated the benefit director; and
(2)
Has the powers, duties, rights, and immunities provided in this subchapter in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation.
(b)
(1)
The benefit director is elected and may be removed under §
4-27-803
.
(2)
The benefit director shall be an independent individual.
(c)
The benefit director may serve concurrently as the benefit officer and the benefit director.
(d)
The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this section.
(e)
The benefit director shall prepare and the benefit corporation shall include in the annual benefit report to shareholders as required by §
4-36-401
the opinion of the benefit director on:
(1)
Whether the benefit corporation acted under its general public benefit purpose and a specific public benefit purpose in all material respects during the period covered by the report;
(2)
Whether the directors complied with §
4-36-301(a)
and the officers complied with §
4-36-303(a)
; and
(3)
Whether the benefit corporation or its directors or officers failed to comply with this section, including a description of the ways in which the benefit corporation or its directors or officers failed to comply.
(f)
The action or inaction of an individual in the capacity of a benefit director is an action or inaction of that individual in the capacity of a director of the benefit corporation.
(g)
Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by §
4-26-811
, a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law.
(h)
The benefit director of a professional corporation does not need to be independent.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 3 - ACCOUNTABILITY (§§ 4-36-301 — 4-36-305) › Section 4-36-303 - Standard of conduct for officers

(a)
An officer of a benefit corporation shall consider the interests and factors described in §
4-36-301
if:
(1)
The officer has discretion to act with respect to a matter; and
(2)
It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
(b)
The consideration of interests and factors described in subsection (a) of this section shall not constitute a violation of §
4-27-841
.
(c)
An officer is not personally liable for monetary damages for:
(1)
An action or omission as an officer if the officer performed the duties of the position in compliance with §
4-27-841
and this section; or
(2)
Failure of the benefit corporation to pursue a general public benefit or a specific public benefit.
(d)
An officer does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 3 - ACCOUNTABILITY (§§ 4-36-301 — 4-36-305) › Section 4-36-304 - Benefit officer

(a)
A benefit corporation may have an officer designated as the benefit officer.
(b)
A benefit officer shall have:
(1)
The powers and duties relating to the purpose of the corporation to pursue a general public benefit or a specific public benefit provided:
(A)
By the bylaws; or
(B)
Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and
(2)
The duty to prepare the benefit report required by §
4-36-401
.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 36 - ARKANSAS BENEFIT CORPORATION ACT (§§ 4-36-101 — 4-36-401) › Subchapter 3 - ACCOUNTABILITY (§§ 4-36-301 — 4-36-305) › Section 4-36-305 - Right of action

(a)
Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(1)
Failure to pursue or create a general public benefit or a specific public benefit stated in its articles of incorporation; or
(2)
Violation of a duty or standard of conduct under this chapter.
(b)
A benefit corporation shall not be liable for monetary damages under this chapter for the failure of the benefit corporation to pursue a general public benefit or a specific public benefit.
(c)
A benefit enforcement proceeding may begin and be maintained only:
(1)
Directly by the benefit corporation; or
(2)
Derivatively by:
(A)
A shareholder;
(B)
A director;
(C)
A person or group of persons that owns beneficially or of record five percent (5%) or more of the equity interest in an entity of which the benefit corporation is a subsidiary at the time of the action or inaction complained of; or
(D)
Other persons as named in the articles of incorporation or bylaws of the benefit corporation.
Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-37-101 — 4-37-108) › Section 4-37-101 - Short title

This chapter may be cited as the "Uniform Protected Series Act".
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-37-101 — 4-37-108) › Section 4-37-103 - Nature of protected series

A protected series of a series limited liability company is a person distinct from:
(1)
the company, subject to §
4-37-104(c)
, §
4-37-501(1)
, and §
4-37-502(d)
;
(2)
another protected series of the company;
(3)
a member of the company, whether or not the member is an associated member of the protected series;
(4)
a protected-series transferee of a protected series of the company; and
(5)
a transferee of a transferable interest of the company.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-37-101 — 4-37-108) › Section 4-37-104 - Powers and duration of protected series

(a)
A protected series of a series limited liability company has the capacity to sue and be sued in its own name.
(b)
Except as otherwise provided in subsections (c) and (d), a protected series of a series limited liability company has the same powers and purposes as the company.
(c)
A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.
(d)
A protected series of a series limited liability company may not:
(1)
be a member of the company;
(2)
establish a protected series; or
(3)
except as permitted by law of this state other than this chapter, have a purpose or power that the law of this state other than this chapter prohibits a limited liability company from doing or having.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-37-101 — 4-37-108) › Section 4-37-106 - Relation of operating agreement, this chapter, and the Uniform Limited Liability Company Act

(a)
Except as otherwise provided in this section and subject to §
4-37-107
and §
4-37-108
, the operating agreement of a series limited liability company governs:
(1)
the internal affairs of a protected series, including:
(A)
relations among any associated members of the protected series;
(B)
relations among the protected series and:
(i)
any associated member;
(ii)
the protected-series manager; or
(iii)
any protected-series transferee;
(C)
relations between any associated member and:
(i)
the protected-series manager: or
(ii)
any protected-series transferee;
(D)
the rights and duties of a protected-series manager;
(E)
governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
(F)
procedures and conditions for becoming an associated member or protected-series transferee;
(2)
relations among the protected series, the company, and any other protected series of the company;
(3)
relations between:
(A)
the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and
(B)
a person in the person's capacity as:
(i)
a member of the company which is not an associated member of the protected series;
(ii)
a protected-series transferee or protected-series manager of another protected series; or
(iii)
a transferee of the company.
(b)
If the Uniform Limited Liability Company Act, §
4-38-101
et seq., restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this chapter in accordance with §
4-37-108
.
(c)
If law of this state other than this chapter imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this chapter, the restriction applies in accordance with §
4-37-108
.
(d)
Except as otherwise provided in §
4-37-107
, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) in a manner permitted by this chapter, the matter is determined in accordance with the following rules:
(1)
To the extent this chapter addresses the matter, this chapter governs.
(2)
To the extent this chapter does not address the matter, the Uniform Limited Liability Company Act, §
4-38-101
et seq., governs the matter in accordance with §
4-37-108
.
Amended by Act 2021, No. 1041,§ 7, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-37-101 — 4-37-108) › Section 4-37-107 - Additional limitations on operating agreement

(a)
An operating agreement may not vary the effect of:
(1)
this section;
(2)
section
4-37-103
;
(3)
section
4-37-104(a)
;
(4)
section
4-37-104(b)
to provide a protected series a power beyond the powers the Uniform Limited Liability Company Act, §
4-38-101
et seq., provides a limited liability company;
(5)
section
4-37-104(c)
or §
4-37-104(d)
;
(6)
section
4-37-105
;
(7)
section
4-37-106
;
(8)
section
4-37-108
;
(9)
section
4-37-201
, except to vary the manner in which a limited liability company approves establishing a protected series;
(10)
section
4-37-202
;
(11)
section
4-37-301
;
(12)
section
4-37-302
;
(13)
section
4-37-303(a)
or §
4-37-303(b)
;
(14)
section
4-37-304(c)
, §
4-37-304(f)
, or §
4-37-304(g)
;
(15)
section
4-37-401
, except to decrease or eliminate a limitation of liability stated in §
4-37-401
;
(16)
section
4-37-402
;
(17)
section
4-37-403
;
(18)
section
4-37-404
;
(19)
section
4-37-501(1)
, §
4-37-501(4)
, and §
4-37-501(5)
;
(20)
section
4-37-502
, except to designate a different person to manage winding up;
(21)
section
4-37-503
;
(22)
sections
4-37-601
et seq.;
(23)
sections
4-37-701
et seq.;
(24)
sections
4-37-801
et seq., except to vary:
(A)
the manner in which a series limited liability company may elect under §
4-37-803(a)(2)
to be subject to this chapter; or
(B)
the person that has the right to sign and deliver to the Secretary of State for filing a record under §
4-37-803(b)(2)
; or
(25)
a provision of this chapter pertaining to:
(A)
registered agents; or
(B)
the Secretary of State, including provisions pertaining to records authorized or required to be delivered to the Secretary of State for filing under this chapter.
(b)
An operating agreement may not unreasonably restrict the duties and rights under §
4-37-305
but may impose reasonable restrictions on the availability and use of information obtained under §
4-37-305
and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
Amended by Act 2021, No. 1041,§ 8, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-37-101 — 4-37-108) › Section 4-37-108 - Rules for applying Uniform Limited Liability Company Act to specified provisions of chapter

(a)
Except as otherwise provided in subsection (b) and §
4-37-107
, the following rules apply in applying §
4-37-106
, §
4-37-304(c)
and §
4-37-304(f)
, §
4-37-501(4)(A)
, §
4-37-502(a)
, and §
4-37-503(2)
:
(1)
a protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company.
(2)
an associated member of the protected series is deemed to be a member of the company deemed to exist under subdivision (a)(1).
(3)
a protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under subdivision (a)(1).
(4)
a protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under subdivision (a)(1).
(5)
a protected-series manager is deemed to be a manager of the company deemed to exist under subdivision (a)(1).
(6)
an asset of the protected series is deemed to be an asset of the company deemed to exist under subdivision (a)(1), whether or not the asset is an associated asset of the protected series.
(7)
any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under subdivision (a)(1).
(b)
Subsection (a) does not apply if its application would:
(1)
contravene §
4-38-408
; or
(2)
authorize or require the Secretary of State to:
(A)
accept for filing a type of record that neither this chapter nor the Uniform Limited Liability Company Act, §
4-38-101
et seq., authorizes or requires a person to deliver to the Secretary of State for filing; or
(B)
make or deliver a record that neither this chapter nor the Uniform Limited Liability Company Act, §
4-38-101
et seq., authorizes or requires the Secretary of State to make or deliver.
Amended by Act 2021, No. 1041,§ 9, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 2 - ESTABLISHING PROTECTED SERIES (§§ 4-37-201 — 4-37-206) › Section 4-37-201 - Protected series designation - Amendment

(a)
With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.
(b)
To establish a protected series, a limited liability company shall deliver to the Secretary of State for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established.
(c)
A protected series is established when the protected series designation takes effect under §
4-38-207
.
(d)
To amend a protected series designation, a series limited liability company shall deliver to the Secretary of State for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect under §
4-38-207
.
(e)
A record signed by a limited liability company must be signed by a person authorized by the company.
Amended by Act 2021, No. 1041,§ 11, eff. 7/28/2021.
Amended by Act 2021, No. 1041,§ 10, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 2 - ESTABLISHING PROTECTED SERIES (§§ 4-37-201 — 4-37-206) › Section 4-37-202 - Name

(a)
Except as otherwise provided in subsection (b), the name of a protected series must comply with §
4-38-112
.
(b)
The name of a protected series of a series limited liability company must:
(1)
begin with the name of the company, including any word or abbreviation required by §
4-38-112
; and
(2)
contain the phrase "Protected Series" or "protected series" or the abbreviation "P.S." or "PS".
(c)
If a series limited liability company changes its name, the company shall deliver to the Secretary of State for filing a statement of designation change for each of the company's protected series, changing the name of each protected series to comply with this section.
(d)
If a limited liability company is dissolved, administratively or otherwise, the name is available for use by another formed limited liability company, and the dissolved company would be required, upon reinstatement, to use a new name if the prior name was taken.
Amended by Act 2021, No. 1041,§ 12, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 2 - ESTABLISHING PROTECTED SERIES (§§ 4-37-201 — 4-37-206) › Section 4-37-203 - Registered agent

(a)
The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company.
(b)
Before delivering a protected series designation to the Secretary of State for filing, a limited liability company shall agree with a registered agent that the agent will serve as the registered agent in this state for both the company and the protected series.
(c)
A person that signs a protected series designation delivered to the Secretary of State for filing affirms as a fact that the limited liability company on whose behalf the designation is delivered has complied with subsection (b).
(d)
A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for each protected series of the company.
(e)
A person that ceases to be the registered agent for a protected series of a series limited liability company, other than as a result of the termination of the protected series, ceases to be the registered agent of the company and any other protected series of the company.
(f)
Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish between a process, notice, demand, or other record concerning the company and a process, notice, demand, or other record concerning a protected series of the company.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 2 - ESTABLISHING PROTECTED SERIES (§§ 4-37-201 — 4-37-206) › Section 4-37-204 - Service of process, notice, demand, or other record

(a)
A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by:
(1)
serving the company;
(2)
serving the registered agent of the protected series; or
(3)
other means authorized by law of this state other than the Uniform Limited Liability Company Act, §
4-38-101
et seq.
(b)
Service of a summons and complaint on a series limited liability company is notice to each protected series of the company of service of the summons and complaint and the contents of the complaint.
(c)
Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and any other protected series of the company of service of the summons and complaint and the contents of the complaint.
(d)
Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series of the foreign company of service of the summons and complaint and the contents of the complaint.
(e)
Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to the foreign company and any other foreign protected series of the company of service of the summons and complaint and the contents of the complaint.
(f)
Notice to a person under subsection (b), (c), (d), or (e) is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify:
(1)
the series limited liability company or a protected series of the company; or
(2)
the foreign series limited liability company or a foreign protected series of the foreign company.
Amended by Act 2021, No. 1041,§ 13, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 2 - ESTABLISHING PROTECTED SERIES (§§ 4-37-201 — 4-37-206) › Section 4-37-205 - Certificate of good standing for protected series

(a)
On request of any person, the Secretary of State shall issue a certificate of good standing for a protected series of a series limited liability company or a certificate of registration for a foreign protected series if:
(1)
in the case of a protected series:
(A)
no statement of dissolution, termination, or relocation pertaining to the protected series has been filed; and
(B)
the company has delivered to the Secretary of State for filing the most recent annual report required by §
26-54-105
and the report includes the name of the protected series, unless:
(i)
when the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect; or
(ii)
after the company delivered the report for filing, the company delivered to the Secretary of State for filing a statement of designation change changing the name of the protected series; or
(2)
in the case of a foreign protected series, it is registered to do business in this state.
(b)
A certificate issued under subsection (a) must state:
(1)
in the case of a protected series:
(A)
the name of the protected series of the series limited liability company and the name of the company;
(B)
that the requirements of subsection (a) are met;
(C)
the date the protected series designation pertaining to the protected series took effect; and
(D)
if a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement;
(2)
in the case of a foreign protected series, that it is registered to do business in this state;
(3)
that the fees, taxes, interest, and penalties owed to this state by the protected series or foreign protected series and collected through the Secretary of State have been paid, if:
(A)
payment is reflected in the records of the Secretary of State; and
(B)
nonpayment affects the existence of the protected series; and
(4)
other facts reflected in the records of the Secretary of State pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests.
(c)
Subject to any qualification stated by the Secretary of State in a certificate issued under subsection (a), the certificate may be relied on as conclusive evidence of the facts stated in the certificate.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 2 - ESTABLISHING PROTECTED SERIES (§§ 4-37-201 — 4-37-206) › Section 4-37-206 - Information required in annual report - Effect of failure to provide

(a)
In the annual report required by §
26-54-105
, a series limited liability company shall include the name of each protected series of the company:
(1)
for which the company has previously delivered to the Secretary of State for filing a protected series designation; and
(2)
which has not dissolved and completed winding up.
(b)
A failure by a series limited liability company to comply with subsection (a) with regard to a protected series prevents issuance of a certificate of good standing pertaining to the protected series but does not otherwise affect the protected series.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.