If the articles of incorporation are silent about this issue, benefit enforcement proceedings may be commenced only by: the benefit corporation itself; a director of the benefit corporation; a shareholder; or a person or a group owning 5% or more of the outstanding shares of the benefit corporation. You may also include a provision in your articles of incorporation or bylaws to authorize any other person or group to commence a benefit enforcement proceeding. Using Arkansas’s Standard Form to Create Your Articles of Incorporation Drafting Your Articles of Incorporation Without a Standard Form Required Items Required Actions Access the Benefit Corporation Articles of Incorporation form via the . Complete the form by following the accompanying . Include the signature of each incorporator, and indicate that each person is signing in the capacity as an incorporator. Include each provision required by . Put the provisions in the order in which they appear in the statute. Follow as closely as possible the wording of the statute. Do not forget to include the provision stating that the corporation is a benefit corporation. Optional Include one or more specific public benefit purpose(s). Identify one or more considerations that the board must prioritize over other considerations. Identify additional persons who are authorized to commence a benefit enforcement proceeding. Step #4: Draft corporate bylaws to establish governance rules for your business Actions Consider some of the unique responsibilities of benefit corporations before crafting your bylaws.
Step #2: Draft amendments to the articles of incorporation You must amend the articles of incorporation to include a statement that your company is a benefit corporation. You can do this by completing and filing a “Certificate of Amendment to Add or Amend a Benefit Designation” which can be found at the . If you originally drafted your articles of incorporation, you may draft your own amendments and file them with the Secretary. Below we describe what amendments to the articles of incorporation you must make, as well as optional amendments that are permitted, but not required, by the Benefit Corporation Act. Statement of Status: You must include an amendment to the articles of incorporation that states explicitly that the company is a benefit corporation. This can be accomplished by drafting an amendment that includes the following language: “This corporation is a benefit corporation.” Purpose: By virtue of the Benefit Corporation Act, all benefit corporations automatically have the purpose of creating a material positive impact on society and the environment. This is called “general public benefit.” You also have the option of amending the articles of incorporation to identify one or more “specific public benefit” purposes in your articles. Optional: Include Specific Public Benefits In Your Articles of Incorporation Arkansas permits benefit corporations to include one or more specific public benefit purposes in articles of incorporation. Examples of “specific public benefits” include: Providing low-income or underserved individuals or communities with beneficial products or services. Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business. Protecting or restoring the environment. Improving human health. Promoting the arts, sciences, or advancement of knowledge. Increasing the flow of capital to entities with a purpose to benefit society or the environment. Conferring any particular benefit on society or the environment as specified in the benefit corporation’s articles of incorporation. Note: In Arkansas, you may amend the articles of incorporation to amend, add or delete a specific public benefit if approved by your shareholders by a “minimum status vote” (i.e., by the holders of at least two-thirds of the outstanding shares of each class of shares entitled to vote, regardless of any voting limitations imposed by the articles of incorporation or bylaws). Your company may amend the articles of incorporation to include the following optional provisions or deviations from the default provisions of Arkansas’s Benefit Corporation Act: Standard of Conduct: The directors of a benefit corporation are required to consider the effect that their actions or inaction has on the following: