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4-26-707. Class voting.

Arkansas Code — all titles (historical 2020) · legal_authorities

4-26-707. Class voting.

4-26-707. Class voting. (a) In each instance where, under § 4-26-302(a)(4), § 4-26-303, § 4-26-611(e), § 4-26-705(a)(2), § 4-26-903(a)(3)(B), § 4-26-1007(e) and (f), or § 4-26-1101, a provision is made for the class voting of stock, thus requiring the votes of a certain percentage of each separate class of shares to authorize some specific corporate action, each class of shares to which a requirement of class voting is applicable shall be bound by the votes which are cast in person or by proxy of at least two-thirds (2/3) of those members of such class who are present in person or represented at the meeting by proxy if due and timely notice of the meeting has been given to all members of said class and at least fifty percent (50%) of the shares embraced in the class are present in person or by proxy. (b) The certificate to articles of amendment under § 4-26-304, articles of merger or consolidation under § 4-26-1009, and articles of dissolution under § 4-26-1102 shall, in all situations to which this section applies, be amended and adjusted to show the manner in which the requirements of this section were met in respect to class voting. (c) This section shall apply only to corporations having five hundred (500) or more shareholders.

Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-707

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:4-26-707
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 544eea54f5faa4dd747aeb1fc8ba90c0b367e356d64f79f265cb1cf13913f43c

Source location: content.xml paragraph 14201

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Arkansas Code — all titles (historical 2020) · legal_authorities

4-26-302. Procedure.

4-26-302. Procedure. (a) Amendments to the articles of incorporation shall be made in the following manner: (1) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; (2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or a summary shall be included in the notice of the annual meeting; (3) At this meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment; (4) The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares entitled to vote thereon unless any class of shares is entitled to vote as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares of each class of shares entitled to vote as a class and of the total shares entitled to vote thereon. (b) Any number of amendments may be submitted to the shareholders and voted upon by them at one (1) meeting.

Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-302

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 4-26-302. This identifies an authority to review, not proof of applicability.

Arkansas Code — all titles (historical 2020) · legal_authorities

4-26-303. Voting by shareholder classes.

4-26-303. Voting by shareholder classes. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of the class; (2) Increase or decrease the par value of the shares of the class; (3) Effect an exchange, reclassification, or cancellation of all or part of the shares of the class; (4) Effect an exchange or create a right of exchange of all or any part of the shares of another class into the shares of the class; (5) Change the designations, preferences, limitations, or relative rights of the shares of the class; (6) Change the shares of the class, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or another class; (7) Create a new class of shares having rights and preferences prior and superior to the shares of the class, or increase the rights and preferences of any class having rights and preferences prior or superior to the shares of the class; (8) In the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the different series and the variations in the relative rights and preferences between the shares of the separate series or authorize the board of directors to do so; (9) Limit or deny the existing preemptive rights of the shares of the class; (10) Cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared.

Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-303

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 4-26-303. This identifies an authority to review, not proof of applicability.

Arkansas Code — all titles (historical 2020) · legal_authorities

4-26-611. Acquisition or disposition of corporation's own shares.

4-26-611. Acquisition or disposition of corporation's own shares. (a) A corporation shall not purchase directly or indirectly any of its own shares unless the purchase is authorized by this section and not prohibited by its articles of incorporation. (b)(1) A corporation may not purchase its own shares: (A) If there is a reasonable ground for believing that the corporation is, or as a result of such purchase would be, unable to meet its obligations as they become due in the ordinary course of business or that the present fair value of the remaining assets of the corporation would be less than one and one-fourth (1¼) times the amount of its liabilities to creditors; or (B) If the net assets remaining after the purchase would be less than the aggregate amount payable in the event of voluntary liquidation to the holders of shares having preferential rights to the assets of the corporation; or (C) If, in respect to purchases out of earned surplus, there are unpaid accrued preferential dividends on shares entitled to priority in respect to dividends over the shares to be purchased. (2) Subject to these three (3) restrictions, a corporation may purchase its own shares under the conditions set out in subsections (c)-(e) of this section next following. (c)(1) A corporation may purchase its own shares out of stated capital only in the following instances: (A) Where the purchase is to eliminate fractional shares; or (B) Where the purchase is to collect or compromise in good faith any indebtedness to the corporation; or (C) Where the purchase is to pay dissenting shareholders entitled to payment of their shares under the provisions of this chapter; or (D) Where the purchase is to effect, subject to the other provisions of this chapter, the retirement of its r

Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-611

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 4-26-611. This identifies an authority to review, not proof of applicability.

Arkansas Code — all titles (historical 2020) · legal_authorities

4-26-705. Shareholders' meetings — Quorum — Adjournment.

4-26-705. Shareholders' meetings — Quorum — Adjournment. (a)(1) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting. (2) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter or the articles of incorporation or bylaws. (b)(1)(A) In the absence of a quorum at the opening of any meeting of the shareholders, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the holders thereof in person or by proxy. (B) Any adjourned meeting may be readjourned in like manner. (2)(A) When any one (1) adjournment is for thirty (30) days or more, a fifteen-day notice of the adjourned meeting shall be given by mailing as provided in § 4-26-703. (B) When any one (1) adjournment is for less than thirty (30) days, it is not necessary, unless the bylaws provide otherwise, to give notice of the time and place of the adjourned meeting or of the business to be transacted there other than by announcement at the meeting at which the adjournment is taken.

Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-705

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 4-26-705. This identifies an authority to review, not proof of applicability.