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4-28-627. Reimbursement; Indemnification; Advancement of expenses.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-28-627. Reimbursement; Indemnification; Advancement of expenses.
(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the member's or manager's activities on behalf of the association.
(b) An unincorporated nonprofit association may indemnify a member or manager for any debt, obligation, or other liability incurred in the course of the member's or manager's activities on behalf of the association if the person seeking indemnification has complied with §§ 4-28-618 and 4-28-623. Governing principles in a record may broaden or limit indemnification.
(c) If a person is made or threatened to be made a party in an action based on that person's activities on behalf of an unincorporated nonprofit association and the person makes a request in a record to the association, a majority of the disinterested managers may approve in a record advance payment, or reimbursement, by the association, of all or a part of the reasonable expenses, including attorney's fees and costs, incurred by the person before the final disposition of the proceeding. To be entitled to an advance payment or reimbursement, the person must state in a record that the person has a good faith belief that the criteria for indemnification in subsection (b) have been satisfied and that the person will repay the amounts advanced or reimbursed if the criteria for payment have not been satisfied. The governing principles in a record may broaden or limit the advance payments or reimbursements.
(d) An unincorporated nonprofit association may purchase insurance on behalf of a member or manager for liability asserted against or incurred by the member or manager in the c
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-28-627
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:4-28-627
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 401f6c4618b05be524f2d17458a42799cd449db5b0e624603092e5662f919ac3
Source location: content.xml paragraph 19551
Stored source content
4-28-627. Reimbursement; Indemnification; Advancement of expenses.
(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the member's or manager's activities on behalf of the association.
(b) An unincorporated nonprofit association may indemnify a member or manager for any debt, obligation, or other liability incurred in the course of the member's or manager's activities on behalf of the association if the person seeking indemnification has complied with §§ 4-28-618 and 4-28-623. Governing principles in a record may broaden or limit indemnification.
(c) If a person is made or threatened to be made a party in an action based on that person's activities on behalf of an unincorporated nonprofit association and the person makes a request in a record to the association, a majority of the disinterested managers may approve in a record advance payment, or reimbursement, by the association, of all or a part of the reasonable expenses, including attorney's fees and costs, incurred by the person before the final disposition of the proceeding. To be entitled to an advance payment or reimbursement, the person must state in a record that the person has a good faith belief that the criteria for indemnification in subsection (b) have been satisfied and that the person will repay the amounts advanced or reimbursed if the criteria for payment have not been satisfied. The governing principles in a record may broaden or limit the advance payments or reimbursements.
(d) An unincorporated nonprofit association may purchase insurance on behalf of a member or manager for liability asserted against or incurred by the member or manager in the capacity of a member or manager, whether or not the association has authority under this subchapter to reimburse, indemnify, or advance expenses to the member or manager against the liability.
(e) The rights of reimbursement, indemnification, and advancement of expenses under this section apply to a former member or manager for an activity undertaken on behalf of the unincorporated nonprofit association while a member or manager.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-28-618. Duties of member.
(a) A member does not have a fiduciary duty to an unincorporated nonprofit association or to another member solely by being a member.
(b) A member shall discharge the duties to the unincorporated nonprofit association and the other members and exercise any rights under this subchapter consistent with the governing principles and the obligation of good faith and fair dealing.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-28-618
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 4-28-618. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-28-623. Duties of managers.
(a) A manager owes to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care.
(b) A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement, or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.
(c) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.
(d) A manager that makes a business judgment in good faith satisfies the duties specified in subsection (a) if the manager:
(1) is not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment;
(2) is informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and
(3) believes that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes.
(e) The governing principles in a record may limit or eliminate the liability of a manager to the unincorporated nonprofit association or its members for damages for any action taken, or for failure to take any action, as a manager, except liab
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-28-623
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 4-28-623. This identifies an authority to review, not proof of applicability.