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4-27-702. Special meeting.

Arkansas Code — all titles (historical 2020) · legal_authorities

4-27-702. Special meeting.

4-27-702. Special meeting. (a) A corporation shall hold a special meeting of shareholders: (1) on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) If not otherwise fixed under § 4-27-703 or § 4-27-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. (c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. (d) Only business within the purpose or purposes described in the meeting notice required by § 4-27-705(c) may be conducted at a special shareholders' meeting.

Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-702

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:4-27-702
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: eb00cee80eceecb551f41397f60671b8d1cdaf0be7aa65c90ac5fdbf1260160e

Source location: content.xml paragraph 16175

Stored source content

4-27-702. Special meeting. (a) A corporation shall hold a special meeting of shareholders: (1) on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) If not otherwise fixed under § 4-27-703 or § 4-27-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. (c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. (d) Only business within the purpose or purposes described in the meeting notice required by § 4-27-705(c) may be conducted at a special shareholders' meeting.

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Arkansas Code — all titles (historical 2020) · legal_authorities

4-27-703. Court-ordered meeting.

4-27-703. Court-ordered meeting. (a) The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order a meeting to be held: (1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or (2) on application of a shareholder who signed a demand for a special meeting valid under § 4-27-702, if: (i) notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to the corporation's secretary; or (ii) the special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.

Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-703

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 4-27-703. This identifies an authority to review, not proof of applicability.

Arkansas Code — all titles (historical 2020) · legal_authorities

4-27-705. Notice of meeting.

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

4-27-707. Record date.

4-27-707. Record date. (a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. (b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. (d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-707

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. The source passage cites 4-27-707. This identifies an authority to review, not proof of applicability.