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23-69-152. Dissolution — Directors to act as trustees.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-152. Dissolution — Directors to act as trustees.
(a) Upon the dissolution of a domestic stock or mutual insurance corporation under the provisions of § 23-69-151, or upon the expiration of the period of its corporate existence, limited by its articles of incorporation, the directors of the corporation shall be trustees thereof with full power to settle the affairs, collect the outstanding debts, sell and convey the real and personal property of the corporation, and divide its assets among its stockholders or members as entitled thereto, after paying or adequately providing for the payment of its liabilities and obligations.
(b) If a stock corporation, after paying or adequately providing for the liabilities and obligations of the holders of record holding stock in the corporation entitling them to exercise at least a majority of the voting power on a proposal to sell all the property and assets of the corporation, the directors may sell the remaining assets or any part thereof to a corporation organized under the laws of this or any other state, and take in payment therefor the stock or bonds, or both, of the corporation and distribute them among the stockholders in proportion to their interest therein. However, if any stockholder within thirty (30) days after the mailing of notice to him or her of the sale shall demand in writing that the corporation shall pay to him or her the fair cash value of his or her interest in the assets sold, then the cash value shall be determined and shall be paid by the corporation within thirty (30) days after the date the demand was received by the corporation.
(c) Vacancies in the number of trustees may be filled by the remaining trustees, but any trustee, in the case of a stock corporation, may be replaced on the vote of a
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-152
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:23-69-152
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 73b5c3171cdcd6ab3aa20e37baf5df4bb26d83fab0538071a3e331cb4a47c0b6
Source location: content.xml paragraph 40993
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23-69-152. Dissolution — Directors to act as trustees.
(a) Upon the dissolution of a domestic stock or mutual insurance corporation under the provisions of § 23-69-151, or upon the expiration of the period of its corporate existence, limited by its articles of incorporation, the directors of the corporation shall be trustees thereof with full power to settle the affairs, collect the outstanding debts, sell and convey the real and personal property of the corporation, and divide its assets among its stockholders or members as entitled thereto, after paying or adequately providing for the payment of its liabilities and obligations.
(b) If a stock corporation, after paying or adequately providing for the liabilities and obligations of the holders of record holding stock in the corporation entitling them to exercise at least a majority of the voting power on a proposal to sell all the property and assets of the corporation, the directors may sell the remaining assets or any part thereof to a corporation organized under the laws of this or any other state, and take in payment therefor the stock or bonds, or both, of the corporation and distribute them among the stockholders in proportion to their interest therein. However, if any stockholder within thirty (30) days after the mailing of notice to him or her of the sale shall demand in writing that the corporation shall pay to him or her the fair cash value of his or her interest in the assets sold, then the cash value shall be determined and shall be paid by the corporation within thirty (30) days after the date the demand was received by the corporation.
(c) Vacancies in the number of trustees may be filled by the remaining trustees, but any trustee, in the case of a stock corporation, may be replaced on the vote of a majority of the stockholders.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-151. Voluntary dissolution — Procedure.
(a)(1) If while a domestic stock or mutual insurer is fully solvent and it is deemed by its board of directors to be in the best interests of the insurer and its stockholders or members that the insurer should be dissolved, the board of directors may adopt a resolution to that effect and call a special meeting of its stockholders or members to consider and take action upon a proposal to dissolve the insurer corporation.
(2) The meeting shall be held upon not less than thirty (30) days' written notice to the stockholders or members in advance of the meeting.
(3) The notice shall contain a statement of the dissolution proposal and be so given in the manner provided in the insurer's bylaws as for a special meeting of stockholders or members.
(b) If, at the special meeting or any adjournment thereof, the holders of record of stock entitled to exercise two-thirds (2/3) of all the voting power on the proposal, or, if a mutual insurer, two-thirds (2/3) of the insurer's members present or represented by proxy at the meeting, shall by resolution consent that a dissolution shall take place, a copy of the resolution together with a list of the names and residences of the directors and officers, certified by the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the insurer, shall be filed in duplicate with the Insurance Commissioner, one (1) copy of which, bearing the certificate of the commissioner, shall be filed for record in the office of the county clerk of the county in which the office or principal place of business of the insurer is located in this state.
(c) The effective date of the dissolution shall be the date on which the copy of the consent pro
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-151
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 23-69-151. This identifies an authority to review, not proof of applicability.