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4-26-1003. Action on plan of conversion by converting corporation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-1003. Action on plan of conversion by converting corporation.
(a) A plan of conversion may be approved if the:
(1) Board of directors recommends the plan of conversion to the shareholders, unless the board of directors:
(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and
(B) Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and
(2) Shareholders approve the plan by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares entitled to vote.
(b) The board of directors may condition its submission of the proposed conversion on any basis.
(c)(1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting:
(A) Not less than twenty (20) days before the meeting; and
(B) In the manner provided in § 4-26-703 for giving notice of meetings of shareholders.
(2) The notice shall:
(A) State that a purpose of the meeting is to consider the plan of conversion; and
(B) Contain or be accompanied by a copy or summary of the plan.
(d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by at least two-thirds (2/3) of all the votes entitled to be cast on the plan by the voting group.
(e) Subject to any contractual rights, until a conversion is filed under § 4-26-1004, a converting corporation may amend the plan or abandon the planned conversion:
(1) As provided in the plan; and
(2) Except as prohibi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1003
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:4-26-1003
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 2f1f4be5f91d5f9392e96bd182c5e0a282b303338bb21cef10b7670160d5ecac
Source location: content.xml paragraph 14805
Stored source content
4-26-1003. Action on plan of conversion by converting corporation.
(a) A plan of conversion may be approved if the:
(1) Board of directors recommends the plan of conversion to the shareholders, unless the board of directors:
(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and
(B) Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and
(2) Shareholders approve the plan by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares entitled to vote.
(b) The board of directors may condition its submission of the proposed conversion on any basis.
(c)(1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting:
(A) Not less than twenty (20) days before the meeting; and
(B) In the manner provided in § 4-26-703 for giving notice of meetings of shareholders.
(2) The notice shall:
(A) State that a purpose of the meeting is to consider the plan of conversion; and
(B) Contain or be accompanied by a copy or summary of the plan.
(d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by at least two-thirds (2/3) of all the votes entitled to be cast on the plan by the voting group.
(e) Subject to any contractual rights, until a conversion is filed under § 4-26-1004, a converting corporation may amend the plan or abandon the planned conversion:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, by the same consent required to approve the plan.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-1004. Filings required for conversion — Effective date.
(a)(1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.
(2) The articles of conversion shall include:
(A) A statement that the corporation has been converted into another organization;
(B) The name and form of the converted organization and the jurisdiction of its governing statute;
(C) The date the conversion is effective under the governing statute of the converted organization;
(D) A statement that the conversion was approved as required by this chapter;
(E) A statement that the conversion was approved as required by the governing statute of the converted organization;
(F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and
(G)(i) A copy of the plan of conversion; or
(ii) A statement that:
(a) Contains the address of an office of the organization where the plan of conversion is on file; and
(b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.
(b)(1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.
(2) The articles of incorporation shall include, in addition to the information required by § 4-26-202:
(A) A statement that the corporation was converted from another organization;
(B) The name and form of the converting organization and the jurisdiction of its governing statute; and
(C) A statem
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1004
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 4-26-1004. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-703. Shareholders' meetings — Notice — Special meetings.
(a)(1) Written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called shall be delivered not less than sixty (60) nor more than seventy-five (75) days before the date of the meeting if a proposal to increase the authorized capital stock or bond indebtedness is to be submitted, and in all other cases not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or any officer designated for that purpose in the bylaws or by the board of directors, or by the shareholder calling the meeting, to each shareholder of record entitled to vote at the meeting.
(2) If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the books of the corporation, with postage prepaid.
(b) If a proposal to increase authorized capital stock or bond indebtedness; or to dissolve or merge or consolidate; or to sell, lease, exchange, or otherwise dispose of all or substantially all of the corporate assets other than in the regular course of business; or to alter the capital structure; or to amend the articles of incorporation; or to effect any other fundamental change is to be submitted at an annual meeting of the shareholders, the annual meeting shall be deemed for that purpose a special meeting; and notice based upon a proper call shall be given accordingly.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-703
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 4-26-703. This identifies an authority to review, not proof of applicability.