Browse Arkansas Code titles and sections
4-33-704. Action by written consent.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-704. Action by written consent.
(a)(1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power.
(2) The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise determined under § 4-33-703 or § 4-33-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State.
(d)(1) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent.
(2) If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.
(e)(1) The signature of a member may be affixed to a written consent by any reasonable means, including without limitation facsimile signature or electronic image.
(2) The written consent may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-704
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.
Issuing source page ↗
Authority boundary: historical statutory source snapshot not current law.
Open the recorded source website ↗
Record provenance
Stable record: arkansas_code:legal_authorities:4-33-704
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 799c4cac9731993c454c60aecdd3c8fb087400c4a982d65acf7293f0cde3732c
Source location: content.xml paragraph 22715
Stored source content
4-33-704. Action by written consent.
(a)(1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power.
(2) The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise determined under § 4-33-703 or § 4-33-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State.
(d)(1) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent.
(2) If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.
(e)(1) The signature of a member may be affixed to a written consent by any reasonable means, including without limitation facsimile signature or electronic image.
(2) The written consent may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-703. 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 member or other person entitled to participate in an annual or regular 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 any member or other person entitled to participate in a regular meeting, if a regular meeting is not held within forty (40) days after the date it was required to be held; or
(3) on application of a member who signed a demand for a special meeting valid under § 4-33-702 or a person or persons entitled to call a special meeting, if:
(i) notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; 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, specify a record date for determining members 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.
(c) If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-703
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 4-33-703. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-707. Record date — Determining members entitled to notice and vote.
(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
(d) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of memb
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-707
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 4-33-707. This identifies an authority to review, not proof of applicability.