(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(4) Two (2) or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Structure Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations
Chapter 28 - Nonprofit Organizations
Subchapter 2 - Arkansas Nonprofit Corporation Act
§ 4-28-203. Applicability of subchapter
§ 4-28-204. Effect on preexisting corporations
§ 4-28-206. Articles of incorporation generally
§ 4-28-208. Private foundations — Amendment of articles of incorporation by operation of law
§ 4-28-211. Board of directors
§ 4-28-214. Registered agent — Service of process
§ 4-28-215. Compensation and reimbursement to members, directors, officers, etc
§ 4-28-216. Powers of Secretary of State
§ 4-28-217. Rules by state agencies applicable
§ 4-28-218. Books and accounting records
§ 4-28-219. Shares of stock and dividends prohibited
§ 4-28-220. Loans to directors and officers prohibited
§ 4-28-221. Admission of foreign corporation
§ 4-28-222. Involuntary dissolution
§ 4-28-223. Fees to be paid to Secretary of State