(a) The articles of incorporation must prescribe the classes of shares, the number of shares of each class that the corporation is authorized to issue, and a statement of the par value of the shares of each class or a statement that the shares of a class are to be without par value. If more than one (1) class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by § 4-27-602.
(b) The articles of incorporation must authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one (1) or more classes of shares that:
(1) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter, or by the Arkansas Constitution, Article 12, § 8, which guarantees the right of all stockholders to vote on a proposal to increase the capital stock or bond indebtedness of the corporation;
(2) are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder, or another person, or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(4) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) of this section is not exhaustive.
(e) The board of directors of an investment company may increase or decrease the aggregate number of shares of stock, or the number of shares of stock of any class, that the corporation has the authority to issue, unless a provision has been legally included in the articles of incorporation of the corporation after May 1, 1989, prohibiting an act by the board of directors to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class that the corporation has authority to issue.
(1) If the board of directors of an investment company increases or decreases the aggregate number of shares of stock or the number of shares of stock of any class that the corporation has the authority to issue in accordance with this subsection, the board of directors, before issuing any of the newly authorized stock, shall file articles supplementary for recording with the Secretary of State.
(2) Articles supplementary shall include:
(i) Both as of immediately before the increase or decrease and as increased or decreased: (1) The total number of shares of stock of all classes that the corporation has authority to issue; (2) The number of shares of stock of each class; (3) The par value of the shares of stock of each class or a statement that the shares are without par value; and (4) If there are any shares of stock with par value, the aggregate par value of all the shares of all classes;
(ii) A statement that the corporation is registered as an investment company under the Investment Company Act of 1940; and
(iii) A statement that the total number of shares of capital stock that the corporation has authority to issue has been increased or decreased by the board of directors in accordance with this subsection.
(3) In order to be filed, articles supplementary shall be accompanied by an opinion of legal counsel licensed in this state and familiar with the Investment Company Act of 1940 opining that the statements contained in subdivisions (e)(2)(ii) and (iii) of this section are correct to the best of such counsel's knowledge and said articles supplementary shall be executed in the manner required by § 4-27-120.
Structure Arkansas Code