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4-27-1007. Restated articles of incorporation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1007. Restated articles of incorporation.
(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.
(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in § 4-27-1003.
(c) If the board of directors submits a restatement for shareholder action, 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 must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by § 4-27-1006.
(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(f) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d) of this section
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1007
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:4-27-1007
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 0e3e0b7b0460d4def847ba0257f0ec11c6e4a27e8af1ab7002d9e7e2c6811740
Source location: content.xml paragraph 16808
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4-27-1007. Restated articles of incorporation.
(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.
(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in § 4-27-1003.
(c) If the board of directors submits a restatement for shareholder action, 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 must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by § 4-27-1006.
(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(f) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d) of this section.
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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. The source passage cites 4-27-1003. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1006. Articles of amendment.
A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment adopted;
(3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) the date of each amendment's adoption;
(5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;
(6) if an amendment was approved by the shareholders:
(i) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting;
(ii) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1006
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 4-27-1006. This identifies an authority to review, not proof of applicability.
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.