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4-27-1003. Amendment by board of directors and shareholders.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1003. Amendment by board of directors and shareholders.
(a) A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders.
(b) For the amendment to be adopted:
(1) the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposed amendment on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2) the votes required by § 4-27-725 and § 4-27-726 by every other voting group entitled to vote on the amendment.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1003
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:4-27-1003
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 7108390163a55c24a4d87a64a3709f989db0cdc806f9484d9dcdcfdcfdd20871
Source location: content.xml paragraph 16760
Stored source content
4-27-1003. Amendment by board of directors and shareholders.
(a) A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders.
(b) For the amendment to be adopted:
(1) the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposed amendment on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2) the votes required by § 4-27-725 and § 4-27-726 by every other voting group entitled to vote on the amendment.
Cross-references
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-705. Notice of meeting.
(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than sixty (60) nor more than seventy-five (75) days before the meeting date if a proposal to increase the authorized capital stock or bond indebtedness of the corporation is to be submitted, and no fewer than ten (10) nor more than sixty (60) days before the meeting date in all other cases. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. For purposes of this section, an annual meeting at which a proposal to increase the authorized capital stock or bond indebtedness of the corporation is to be submitted shall be deemed a special meeting.
(d) If not otherwise fixed under § 4-27-703 or § 4-27-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 4-27-707, however, notice of the adjourned meeting mu
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-705
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 4-27-705. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-725. Quorum and voting requirements for voting groups.
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes.
(d) An amendment of articles on incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by § 4-27-727.
(e) The election of directors is governed by § 4-27-728.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-725
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 4-27-725. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-726. Action by single and multiple voting groups.
(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § 4-27-725.
(b) If the articles of incorporation or this chapter provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 4-27-725. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-726
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 4-27-726. This identifies an authority to review, not proof of applicability.