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4-36-302. Benefit director.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-36-302. Benefit director.
(a) The board of directors of a benefit corporation may include a director who:
(1) Is designated the benefit director; and
(2) Has the powers, duties, rights, and immunities provided in this subchapter in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation.
(b)(1) The benefit director is elected and may be removed under § 4-27-803.
(2) The benefit director shall be an independent individual.
(c) The benefit director may serve concurrently as the benefit officer and the benefit director.
(d) The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this section.
(e) The benefit director shall prepare and the benefit corporation shall include in the annual benefit report to shareholders as required by § 4-36-401 the opinion of the benefit director on:
(1) Whether the benefit corporation acted under its general public benefit purpose and a specific public benefit purpose in all material respects during the period covered by the report;
(2) Whether the directors complied with § 4-36-301(a) and the officers complied with § 4-36-303(a); and
(3) Whether the benefit corporation or its directors or officers failed to comply with this section, including a description of the ways in which the benefit corporation or its directors or officers failed to comply.
(f) The action or inaction of an individual in the capacity of a benefit director is an action or inaction of that individual in the capacity of a director of the benefit corporation.
(g) Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors autho
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-36-302
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:4-36-302
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: b85eb9d91b3be67f63a6993c0d23c32d4ce947243e3cbc7c645075efe6403e8f
Source location: content.xml paragraph 24769
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4-36-302. Benefit director.
(a) The board of directors of a benefit corporation may include a director who:
(1) Is designated the benefit director; and
(2) Has the powers, duties, rights, and immunities provided in this subchapter in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation.
(b)(1) The benefit director is elected and may be removed under § 4-27-803.
(2) The benefit director shall be an independent individual.
(c) The benefit director may serve concurrently as the benefit officer and the benefit director.
(d) The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this section.
(e) The benefit director shall prepare and the benefit corporation shall include in the annual benefit report to shareholders as required by § 4-36-401 the opinion of the benefit director on:
(1) Whether the benefit corporation acted under its general public benefit purpose and a specific public benefit purpose in all material respects during the period covered by the report;
(2) Whether the directors complied with § 4-36-301(a) and the officers complied with § 4-36-303(a); and
(3) Whether the benefit corporation or its directors or officers failed to comply with this section, including a description of the ways in which the benefit corporation or its directors or officers failed to comply.
(f) The action or inaction of an individual in the capacity of a benefit director is an action or inaction of that individual in the capacity of a director of the benefit corporation.
(g) Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by § 4-26-811, a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law.
(h) The benefit director of a professional corporation does not need to be independent.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-803. Number and election of directors.
(a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by thirty percent (30%) or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than thirty percent (30%) the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
(d) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under § 4-27-806.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-803
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 4-27-803. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-36-301. Standard of conduct for directors.
(a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:
(1) Shall consider the effects of an action or inaction on:
(A) The shareholders of the benefit corporation;
(B) The employees and work force of the benefit corporation, its subsidiaries, and its suppliers;
(C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
(D) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
(E) The local and global environment;
(F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(G) The ability of the benefit corporation to accomplish its general public benefit purpose and a specific public benefit purpose;
(2) May consider other pertinent factors or the interests of a group that they consider appropriate; and
(3) Need not give priority to the interests of a particular person or group referred to in subdivision (a)(1) or subdivision (a)(2) of this section over the interests of another person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpos
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-36-301
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 4-36-301. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-36-303. Standard of conduct for officers.
(a) An officer of a benefit corporation shall consider the interests and factors described in § 4-36-301 if:
(1) The officer has discretion to act with respect to a matter; and
(2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
(b) The consideration of interests and factors described in subsection (a) of this section shall not constitute a violation of § 4-27-841.
(c) An officer is not personally liable for monetary damages for:
(1) An action or omission as an officer if the officer performed the duties of the position in compliance with § 4-27-841 and this section; or
(2) Failure of the benefit corporation to pursue a general public benefit or a specific public benefit.
(d) An officer does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-36-303
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 4-36-303. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-36-401. Annual reports.
(a)(1) A benefit corporation shall prepare an annual benefit report and an annual franchise tax report under § 26-54-104.
(2) An annual benefit report shall include:
(A) A narrative description of:
(i) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was pursued;
(ii) Both:
(a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and
(b) The extent to which that specific public benefit was pursued;
(iii) Circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and
(iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report;
(B)(i) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:
(a) Applied consistently with an application of that standard in earlier benefit reports; or
(b) Accompanied by an explanation of the reasons for an inconsistent application.
(ii) The assessment does not need to be performed, audited, or certified by a third-party standards provider;
(C) The name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed;
(D) The compensation paid by the benefit corporation during the year to each director for serving in the capacity of a director;
(E) The statement of the benefit director described in § 4-36-302; and
(F) A statement of the connection between the organization that established the third-party standard or its director
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-36-401
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 4-36-401. This identifies an authority to review, not proof of applicability.