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4-28-206. Articles of incorporation generally.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-28-206. Articles of incorporation generally.
(a) Any association of persons or for-profit corporation organized under the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., desirous of becoming incorporated under the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, shall file with the circuit court of the county in which the main office or principal place of business of the proposed corporation is located or proposed to be located signed and verified articles of incorporation, which shall set forth the following:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purposes for which the corporation is organized;
(4) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;
(5) The address of its main office or principal place of business, and the name of its registered agent at that address;
(6) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors;
(7) The name and address of each incorporator;
(8) A statement that the corporation:
(A) Is a nonprofit corporation; and
(B) Has converted under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224; and
(9)(A) A description of the treatment of shares of stock.
(B) The description of the treatment of shares of stock:
(i) May provide for the exchange of shares of stock for certificates of membership if the corporation has members; or
(ii) Shall provide
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-28-206
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:4-28-206
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 123f08fe1f44c96f083555ed4f627a5a850295bff707440f295518519d327c3f
Source location: content.xml paragraph 18546
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4-28-206. Articles of incorporation generally.
(a) Any association of persons or for-profit corporation organized under the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., desirous of becoming incorporated under the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, shall file with the circuit court of the county in which the main office or principal place of business of the proposed corporation is located or proposed to be located signed and verified articles of incorporation, which shall set forth the following:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purposes for which the corporation is organized;
(4) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;
(5) The address of its main office or principal place of business, and the name of its registered agent at that address;
(6) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors;
(7) The name and address of each incorporator;
(8) A statement that the corporation:
(A) Is a nonprofit corporation; and
(B) Has converted under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224; and
(9)(A) A description of the treatment of shares of stock.
(B) The description of the treatment of shares of stock:
(i) May provide for the exchange of shares of stock for certificates of membership if the corporation has members; or
(ii) Shall provide that the shares of stock be canceled by the board of directors if the corporation does not have members.
(b) If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving the incorporation of the proposed association of persons.
(c) If the court approves the incorporation, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the incorporation shall be transmitted to the Secretary of State, who shall, when all fees have been paid as prescribed in the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224:
(1) File the original of the articles in his or her office; and
(2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word “Filed” and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative.
(d) A corporation may amend its articles of incorporation from time to time, provided that the amendments are lawful under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. A copy of all amendments shall be filed with the Secretary of State within thirty (30) days after their passage.
(e)(1) A for-profit corporation may convert to a nonprofit corporation under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., upon the filing of an amendment to the corporation's articles of incorporation with the information required under this section.
(2) If an entity is a for-profit corporation that is converting to a nonprofit corporation, the conversion shall be approved by a three-fourths (¾) vote of the shareholders of the business corporation.
(f) A conversion to a nonprofit corporation under this chapter is effective when an amendment to the articles of incorporation is filed with the Secretary of State and the Secretary of State has collected the filing fees, service fees, and copying fees required under § 4-33-122.
(g) A conversion to a nonprofit corporation under this chapter is not a dissolution.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-101. Short title.
This chapter shall be known and may be cited as the “Arkansas Business Corporation Act of 1987.”
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-101
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 4-27-101. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-28-201. Title.
Sections 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall be known as the “Arkansas Nonprofit Corporation Act”.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-28-201
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 4-28-201. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-28-209. Powers.
Each corporation shall have power:
(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;
(2) To sue and be sued, complain, and defend in its corporate name;
(3) To purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property or any interest therein, wherever situated;
(4) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;
(5) To make contracts and incur liabilities, borrow money, issue its notes, bonds, and other obligations, act as a trustee, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income;
(6) To manage its internal affairs in any desired manner so long as the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or other law are not violated; and
(7) To do any and all things necessary, convenient, useful, or incidental to the attainment of its purposes as fully and to the same extent as natural persons lawfully might or could do so long as consistent with the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-28-209
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 4-28-209. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-28-224. Corporation's acceptance of votes.
(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(4) Two (2) or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-28-224
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 4-28-224. This identifies an authority to review, not proof of applicability.