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4-27-1103. Action on plan of conversion by converting corporation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1103. 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 entitled to vote approve the plan.
(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 in accordance with § 4-27-705.
(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 a majority 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 § 4-27-1104, 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.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1103
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:4-27-1103
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: e2ff903bc0b7875ca76f71a245accbbcaee199b978be6632a65376ff33e2e384
Source location: content.xml paragraph 16934
Stored source content
4-27-1103. 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 entitled to vote approve the plan.
(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 in accordance with § 4-27-705.
(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 a majority 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 § 4-27-1104, 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
4-27-1104. 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 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 § 4-27-202:
(A) A statement that the corporation was converted from another organization;
(B) The name and form of the organization and the jurisdiction of its governing statute; and
(C) A statement that the conversi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1104
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 4-27-1104. 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.