Browse Arkansas Code titles and sections
4-33-705. Notice of meeting.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-705. Notice of meeting.
(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subsection (c)(2) of this section must be given as provided in subsection (c) of this section.
(c) Notice is fair and reasonable if:
(1) the corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date;
(2) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under §§ 4-33-831, 4-33-856, 4-33-1003, 4-33-1021, 4-33-1104, 4-33-1202, 4-33-1401, or 4-33-1402; and
(3) notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d) Unless the bylaws require otherwise, if an annual, regular or special meeting of members 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 § 4-33-707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(e) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-705
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. 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:4-33-705
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 21431dc0d8bffd08ff837db0b9bf90a905072b90ef46306dadeec05b017e9ae1
Source location: content.xml paragraph 22730
Stored source content
4-33-705. Notice of meeting.
(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subsection (c)(2) of this section must be given as provided in subsection (c) of this section.
(c) Notice is fair and reasonable if:
(1) the corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date;
(2) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under §§ 4-33-831, 4-33-856, 4-33-1003, 4-33-1021, 4-33-1104, 4-33-1202, 4-33-1401, or 4-33-1402; and
(3) notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d) Unless the bylaws require otherwise, if an annual, regular or special meeting of members 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 § 4-33-707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(e) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
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
4-33-1003. Amendment by directors and members.
(a) Unless this chapter, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:
(1) by the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2) except as provided in § 4-33-1002(a), by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(3) in writing by a person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030.
(b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with § 4-33-705. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-1003
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 4-33-1003. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-1021. Amendment by directors and members.
(a) Unless this chapter, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved:
(1) by the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2) by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030.
(b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with § 4-33-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the mem
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-1021
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 4-33-1021. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-831. Director conflict of interest.
(a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if any of the following is true:
(1) the transaction was fair to the corporation at the time it was entered into;
(2) the material facts of the transaction and the director's interest were disclosed or known to the board of directors and the board authorized, approved, or ratified the transaction; or
(3) the material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction.
(b) For purposes of this section, a director of the corporation has an indirect interest in a transaction if (1) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction or (2) another entity of which the director is a director, officer, or trustee is a party to the transaction.
(c) For purposes of subsection (a)(2) of this section a conflict of interest transaction is authorized, approved, or ratified, if it receives the affirmative vote of a majority of the directors on the board, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by less than a majority of the entire board of directors.
(d) For purposes of subsection (a)(3) of this section, a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted un
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-831
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 4-33-831. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-856. Indemnification of officers, employees and agents.
Unless limited by a corporation's articles of incorporation:
(1) an officer of the corporation who is not a director is entitled to mandatory indemnification under § 4-33-852, and is entitled to apply for court-ordered indemnification under § 4-33-854 in each case, to the same extent as a director;
(2) the corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-856
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 4-33-856. This identifies an authority to review, not proof of applicability.