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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-721 - Voting entitlement of shares

(a)
Except as provided in subsections (b) and (c) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
(b)
Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(c)
Subsection (b) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d)
Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Acts 1987, No. 958, § 64-709.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-722 - Proxies

(a)
A shareholder may vote his shares in person or by proxy.
(b)
A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact.
(c)
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 a longer period is expressly provided in the appointment form.
(d)
An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(1)
a pledgee;
(2)
a person who purchased or agreed to purchase the shares;
(3)
a creditor of the corporation who extended its credit under terms requiring the appointment;
(4)
an employee of the corporation whose employment contract requires the appointment; or
(5)
a party to a voting agreement created under §
4-27-731
.
(e)
The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.
(f)
An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.
(g)
A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(h)
Subject to §
4-27-724
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 shareholder making the appointment.
Acts 1987, No. 958, § 64-710; 1987 (1st Ex. Sess.), No. 11, § 5.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-723 - Shares held by nominees

(a)
A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b)
The procedure may set forth:
(1)
the types of nominees to which it applies;
(2)
the rights or privileges that the corporation recognizes in a beneficial owner;
(3)
the manner in which the procedure is selected by the nominee;
(4)
the information that must be provided when the procedure is selected;
(5)
the period for which selection of the procedure is effective; and
(6)
other aspects of the rights and duties created.
Acts 1987, No. 958, § 64-711.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-724 - Corporation's acceptance of votes

(a)
If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, 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 shareholder.
(b)
If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, 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 shareholder if:
(1)
the shareholder 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 shareholder 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 a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4)
the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment;
(5)
two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coowners and the person signing appears to be acting on behalf of all the coowners.
(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 shareholder.
(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 shareholder 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 1987, No. 958, § 64-712.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-725 - Quorum and voting requirements for voting groups

(a)
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b)
Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c)
If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes.
(d)
An amendment of articles on incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by §
4-27-727
.
(e)
The election of directors is governed by §
4-27-728
.
Acts 1987, No. 958, § 64-713.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-726 - Action by single and multiple voting groups

(a)
If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in §
4-27-725
.
(b)
If the articles of incorporation or this chapter provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in §
4-27-725
. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Acts 1987, No. 958, § 64-714.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-727 - Greater quorum or voting requirements

(a)
The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this chapter.
(b)
An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Acts 1987, No. 958, § 64-715.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-728 - Voting for directors - Cumulative voting

(a)
Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b)
Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c)
A statement included in the articles of incorporation that "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors" (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.
(d)
Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(1)
the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2)
a shareholder who has the right to cumulate his votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one (1) shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Acts 1987, No. 958, § 64-716; 1987 (1st Ex. Sess.), No. 11, § 6.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part C - VOTING TRUSTS AND AGREEMENTS (§§ 4-27-730 — 4-27-732) › Section 4-27-730 - Voting trusts

(a)
One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(b)
A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten (10) years after its effective date unless extended under subsection (c) of this section.
(c)
All or some of the parties to a voting trust may extend it for additional terms of not more than ten (10) years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for ten (10) years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
Acts 1987, No. 958, § 64-717.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part C - VOTING TRUSTS AND AGREEMENTS (§§ 4-27-730 — 4-27-732) › Section 4-27-731 - Voting agreements

(a)
Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of §
4-27-730
.
(b)
A voting agreement created under this section is specifically enforceable.
Acts 1987, No. 958, § 64-718.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part D - DERIVATIVE PROCEEDINGS (§ 4-27-740) › Section 4-27-740 - Procedure in derivative proceedings

(a)
A person may not commence a proceeding in the right of a domestic or foreign corporation unless he was a shareholder of the corporation when the transaction complained of occurred or unless he became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(b)
A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why he did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the changes made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(c)
A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.
(d)
On termination of the proceeding the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.
(e)
For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on his behalf.
Acts 1987, No. 958, § 64-719; 1987 (1st Ex. Sess.), No. 11, § 7.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-801 - Requirement for and duties of board of directors

(a)
Except as provided in subsection (c) of this section, each corporation must have a board of directors.
(b)
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
(c)
A corporation having fifty (50) or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors.
Acts 1987, No. 958, § 64-801.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-802 - Qualifications of directors

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Acts 1987, No. 958, § 64-802.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-803 - Number and election of directors

(a)
A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(b)
If a board of directors has power to fix or change the number of directors, the board may increase or decrease by thirty percent (30%) or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than thirty percent (30%) the number of directors last approved by the shareholders.
(c)
The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
(d)
Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under §
4-27-806
.
Acts 1987, No. 958, § 64-803.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-804 - Election of directors by certain classes of shareholders

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. A class (or classes) of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
Acts 1987, No. 958, § 64-804.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-805 - Terms of directors generally

(a)
The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b)
The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under §
4-27-806
.
(c)
A decrease in the number of directors does not shorten an incumbent director's term.
(d)
The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e)
Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
Acts 1987, No. 958, § 64-805.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-806 - Staggered terms for directors

If there are nine (9) or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (½) or one-third (1/3) of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
Acts 1987, No. 958, § 64-806.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-807 - Resignation of directors

(a)
A director may resign at any time by delivering written notice to the board of directors, its chairman, or to the corporation.
(b)
A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
Acts 1987, No. 958, § 64-807.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-808 - Removal of directors by shareholders

(a)
The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b)
If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.
(c)
If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.
(d)
A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.
Acts 1987, No. 958, § 64-808.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-809 - Removal of directors by judicial proceeding

(a)
The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholder holding at least ten percent (10%) of the outstanding shares of any class if the court finds that:
(1)
The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and
(2)
Removal is in the best interest of the corporation.
(b)
The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c)
If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.
Acts 1987, No. 958, § 64-809; 2007, No. 638, § 10.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-810 - Vacancy on board

(a)
Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1)
the shareholders may fill the vacancy;
(2)
the board of directors may fill the vacancy; or
(3)
if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b)
If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c)
A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under §
4-27-807(b)
or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Acts 1987, No. 958, § 64-810.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part A - BOARD OF DIRECTORS (§§ 4-27-801 — 4-27-812) › Section 4-27-811 - Compensation of directors

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Acts 1987, No. 958, § 64-811.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part B - MEETINGS AND ACTION OF THE BOARD (§§ 4-27-820 — 4-27-826) › Section 4-27-820 - Meetings

(a)
The board of directors may hold regular or special meetings in or out of this state.
(b)
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Acts 1987, No. 958, § 64-812.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part B - MEETINGS AND ACTION OF THE BOARD (§§ 4-27-820 — 4-27-826) › Section 4-27-821 - Action without meeting

(a)
Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(b)
Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c)
A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Acts 1987, No. 958, § 64-813.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part B - MEETINGS AND ACTION OF THE BOARD (§§ 4-27-820 — 4-27-826) › Section 4-27-822 - Notice of meeting

(a)
Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b)
Unless the articles of incorporation or bylaws provide for a longer or shorter period, a special meeting of the board of directors must be preceded by at least two (2) days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
Acts 1987, No. 958, § 64-814.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part B - MEETINGS AND ACTION OF THE BOARD (§§ 4-27-820 — 4-27-826) › Section 4-27-823 - Waiver of notice

(a)
A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b)
A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Acts 1987, No. 958, § 64-815.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part B - MEETINGS AND ACTION OF THE BOARD (§§ 4-27-820 — 4-27-826) › Section 4-27-824 - Quorum and voting

(a)
Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:
(1)
a majority of the fixed number of directors if the corporation has a fixed board size; or
(2)
a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b)
The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a) of this section.
(c)
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(d)
A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(1)
he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;
(2)
his dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3)
he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Acts 1987, No. 958, § 64-816.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part B - MEETINGS AND ACTION OF THE BOARD (§§ 4-27-820 — 4-27-826) › Section 4-27-825 - Committees

(a)
Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint members of the board of directors to serve on them. Each committee must have two (2) or more members, who serve at the pleasure of the board of directors.
(b)
The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under §
4-27-824
.
(c)
Sections
4-27-820
-
4-27-824
, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d)
To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under §
4-27-801
.
(e)
A committee may not, however:
(1)
authorize distributions;
(2)
approve or propose to shareholders action that this chapter requires be approved by shareholders;
(3)
fill vacancies on the board of directors or on any of its committees;
(4)
amend articles of incorporation pursuant to §
4-27-1002
;
(5)
adopt, amend, or repeal bylaws;
(6)
approve a plan of merger not requiring shareholder approval;
(7)
authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(8)
authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within the limits specifically prescribed by the board of directors.
(f)
The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in §
4-27-830
.
Acts 1987, No. 958, § 64-817.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part C - STANDARDS OF CONDUCT (§§ 4-27-830 — 4-27-834) › Section 4-27-830 - General standards for directors

(a)
A director shall discharge his duties as a director, including his duties as a member of a committee:
(1)
in good faith;
(2)
with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3)
in a manner he reasonably believes to be in the best interests of the corporation.
(b)
In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1)
one (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2)
legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3)
a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.
(c)
A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d)
A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.
Acts 1987, No. 958, § 64-818.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part C - STANDARDS OF CONDUCT (§§ 4-27-830 — 4-27-834) › Section 4-27-832 - Loans to directors

(a)
Except as provided by subsection (c) of this section, a corporation may not lend money to or guarantee the obligation of a director of the corporation unless:
(1)
the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or
(2)
the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.
(b)
The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
(c)
This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.
Acts 1987, No. 958, § 64-820.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part C - STANDARDS OF CONDUCT (§§ 4-27-830 — 4-27-834) › Section 4-27-833 - Liability for unlawful distributions

(a)
Unless he complies with the applicable standards of conduct described in §
4-27-830
, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.
(b)
A director held liable for an unlawful distribution under subsection (a) of this section is entitled to contribution:
(1)
from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in §
4-27-830
; and
(2)
from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation.
Acts 1987, No. 958, § 64-821.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part D - OFFICERS (§§ 4-27-840 — 4-27-850) › Section 4-27-840 - Required officers

(a)
A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b)
A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c)
The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
(d)
The same individual may simultaneously hold more than one (1) office in a corporation.
Acts 1987, No. 958, § 64-822.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part D - OFFICERS (§§ 4-27-840 — 4-27-850) › Section 4-27-841 - Duties of officers

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
Acts 1987, No. 958, § 64-823.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part D - OFFICERS (§§ 4-27-840 — 4-27-850) › Section 4-27-842 - Standards of conduct for officers

(a)
An officer with discretionary authority shall discharge his duties under that authority:
(1)
in good faith;
(2)
with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3)
in a manner he reasonably believes to be in the best interests of the corporation.
(b)
In discharging his duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1)
one (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2)
legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c)
An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d)
An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.
Acts 1987, No. 958, § 64-824.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part D - OFFICERS (§§ 4-27-840 — 4-27-850) › Section 4-27-843 - Resignation and removal of officers

(a)
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(b)
A board of directors may remove any officer at any time with or without cause.
Acts 1987, No. 958, § 64-825.