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23-63-1606. Organization.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-1606. Organization.
(a) A captive insurance company may be formed and operated in any form of business organization authorized under Arkansas law and approved by the Insurance Commissioner.
(b) The alien captive insurance company may register to do business in this state after the commissioner's certificate has been issued.
(c) The capital stock of a captive insurance company incorporated as a stock insurer must be issued at not less than par value.
(d) At least one (1) of the members of the board of directors of a captive insurance company formed as a corporation in this state shall be a resident of the United States or a United States territory.
(e) At least one (1) of the members of the subscribers' advisory committee of a captive insurance company formed as a reciprocal insurer shall be a resident of the United States or a United States territory.
(f)(1) A captive insurance company formed under this subchapter has the privileges of and is subject to the business organization law of this state and is subject to this subchapter.
(2) If a conflict occurs between business organization law and this subchapter, the latter controls.
(3)(A) The Arkansas Insurance Code concerning mergers, consolidations, mutualizations, and redomestications applies in determining the procedures to be followed by a captive insurance company in carrying out any of those transactions.
(B) The commissioner may, upon request of an insurer that is a party to a merger authorized under subdivision (f)(3)(A) of this section, waive certain applicable requirements to the merger transaction.
(C) A conversion may be accomplished under a reasonable plan and procedure as may be approved by the commissioner and according to rules that the commissioner may promulgate.
(D) The comm
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-1606
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-63-1606
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: e19785f0d56950fd7fb1101472d2241fda3acfa79975d95a1151666aedfdc2e6
Source location: content.xml paragraph 33979
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23-63-1606. Organization.
(a) A captive insurance company may be formed and operated in any form of business organization authorized under Arkansas law and approved by the Insurance Commissioner.
(b) The alien captive insurance company may register to do business in this state after the commissioner's certificate has been issued.
(c) The capital stock of a captive insurance company incorporated as a stock insurer must be issued at not less than par value.
(d) At least one (1) of the members of the board of directors of a captive insurance company formed as a corporation in this state shall be a resident of the United States or a United States territory.
(e) At least one (1) of the members of the subscribers' advisory committee of a captive insurance company formed as a reciprocal insurer shall be a resident of the United States or a United States territory.
(f)(1) A captive insurance company formed under this subchapter has the privileges of and is subject to the business organization law of this state and is subject to this subchapter.
(2) If a conflict occurs between business organization law and this subchapter, the latter controls.
(3)(A) The Arkansas Insurance Code concerning mergers, consolidations, mutualizations, and redomestications applies in determining the procedures to be followed by a captive insurance company in carrying out any of those transactions.
(B) The commissioner may, upon request of an insurer that is a party to a merger authorized under subdivision (f)(3)(A) of this section, waive certain applicable requirements to the merger transaction.
(C) A conversion may be accomplished under a reasonable plan and procedure as may be approved by the commissioner and according to rules that the commissioner may promulgate.
(D) The commissioner may waive or modify the requirements for public notice and hearing.
(E) If a notice of public hearing is required but no one requests a hearing, the commissioner may cancel the hearing.
(F) An alien insurer may be a party to a merger authorized under subdivision (f)(3)(A) of this section if the requirements for a merger between a captive insurance company and a foreign insurer under this chapter apply to the merger transaction.
(g)(1)(A) A captive insurance company formed as a reciprocal insurer under this subchapter is subject to § 23-70-101 et seq. and this subchapter.
(B) If a conflict occurs between § 23-70-101 et seq. and this subchapter, the latter controls.
(C) To the extent a reciprocal insurer is made subject to the Arkansas Insurance Code under § 23-70-101 et seq., the Arkansas Insurance Code is not applicable to a reciprocal insurer formed under this subchapter unless expressly made applicable to a captive insurance company by this subchapter.
(2) In addition to subdivision (g)(1) of this section, a captive insurance company organized as a reciprocal insurer that is an industrial insured group is subject to § 23-70-101 et seq. and applicable provisions of the Arkansas Insurance Code.
(h) The articles of incorporation or bylaws of a captive insurance company 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 under § 4-27-824(b).
(i) The subscribers' agreement or other organizing document of a captive insurance company formed as a reciprocal insurer may authorize a quorum of a subscribers' advisory committee to consist of no fewer than one-third (1/3) of the number of its members.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-70-101. Definitions.
As used in this chapter, unless the context otherwise requires:
(1) “Attorney” refers to the attorney in fact of a reciprocal insurer. The attorney may be an individual, firm, or corporation. The attorney of a foreign or alien reciprocal insurer, which insurer is duly authorized to transact insurance in this state, shall not, by virtue of discharge of its duties as the attorney with respect to the insurer's transactions in this state, be thereby deemed to be doing business in this state within the meaning of any laws of this state applying to foreign firms or corporations;
(2) “Reciprocal” insurance is that resulting from an interexchange among persons, known as “subscribers”, of reciprocal agreements of indemnity, the interexchange being effectuated through an “attorney in fact” common to all the persons; and
(3) “Reciprocal insurer” means an unincorporated aggregation of subscribers operating individually and collectively through an attorney in fact to provide reciprocal insurance among themselves.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-70-101
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-70-101. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
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.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-824
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-27-824. This identifies an authority to review, not proof of applicability.