Arkansas Code
Subtitle 3 - Corporations and Associations
Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993

§ 4-33-150. Internal Revenue section 501(c)(3) — Organizations and private foundations - (a) Notwithstanding any provision of Arkansas law or in the...

Part F - : Judicial Relief

§ 4-33-160. Judicial relief - (a) If for any reason it is impractical or impossible...

Part H - : Religious Corporations — Constitutional Protections

§ 4-33-180. Religious corporations — Constitutional protections - If religious doctrine governing the affairs of a religious corporation...

Subchapter 2 - Organization

§ 4-33-201. Incorporators - One (1) or more persons may act as the incorporator...

§ 4-33-202. Articles of incorporation - (a) The articles of incorporation must set forth: (1) a...

§ 4-33-203. Incorporation - (a) Unless a delayed effective date is specified, the corporate...

§ 4-33-204. Liability for preincorporation transactions - All persons purporting to act as or on behalf of...

§ 4-33-205. Organization of corporation - (a) After incorporation: (1) if initial directors are named in...

§ 4-33-206. Bylaws - (a) The incorporators or board of directors of a corporation...

§ 4-33-207. Emergency bylaws and powers - (a) Unless the articles provide otherwise the directors of a...

Subchapter 3 - Purposes and Powers

§ 4-33-301. Purposes - (a) Every corporation incorporated under this chapter has the purpose...

§ 4-33-302. General powers - Unless its articles of incorporation provide otherwise, every corporation has...

§ 4-33-303. Emergency powers - (a) In anticipation of or during an emergency defined in...

§ 4-33-304. Ultra vires - (a) Except as provided in subsection (b) of this section,...

Subchapter 4 - Names

§ 4-33-401. Corporate name - (a) A corporate name may not contain language stating or...

§ 4-33-402. Reserved name - (a) A person may reserve the exclusive use of a...

§ 4-33-403. Registered name - (a) A foreign corporation may register its corporate name, or...

Subchapter 6 - Members and Membership

Part A - Admission of Members

§ 4-33-601. Admission - (a) The articles or bylaws may establish criteria or procedures...

§ 4-33-602. Consideration - Except as provided in its articles or bylaws, a corporation...

§ 4-33-603. No requirement of members - A corporation is not required to have members.

Part B - Types of Memberships — Members' Rights and Obligations

§ 4-33-610. Differences in rights and obligations of members - All members shall have the same rights and obligations with...

§ 4-33-611. Transfers - (a) Except as set forth in or authorized by the...

§ 4-33-612. Member's liability to third parties - A member of a corporation is not, as such, personally...

§ 4-33-613. Member's liability for dues, assessments and fees - A member may become liable to the corporation for dues,...

§ 4-33-614. Creditor's action against member - (a) No proceeding may be brought by a creditor to...

Part C - Resignation and Termination

§ 4-33-620. Resignation - (a) A member may resign at any time. (b) The...

§ 4-33-621. Termination, expulsion and suspension - (a) No member of a public benefit or mutual benefit...

§ 4-33-622. Purchase of memberships - (a) A public benefit or religious corporation may not purchase...

Part E - Delegates

§ 4-33-640. Delegates - (a) A corporation may provide in its articles or bylaws...

Subchapter 7 - Members' Meetings and Voting

Part A - Meetings and Action Without Meetings

§ 4-33-701. Annual and regular meetings - (a) A corporation with members shall hold a membership meeting...

§ 4-33-702. Special meeting - (a) A corporation with members shall hold a special meeting...

§ 4-33-703. Court-ordered meeting - (a) The circuit court of the county where a corporation's...

§ 4-33-704. Action by written consent - (a) (1) Unless limited or prohibited by the articles or...

§ 4-33-705. Notice of meeting - (a) A corporation shall give notice consistent with its bylaws...

§ 4-33-706. Waiver of notice - (a) (1) A member may waive any notice required by...

§ 4-33-707. Record date — Determining members entitled to notice and vote - (a) The bylaws of a corporation may fix or provide...

§ 4-33-708. Action by written ballot - (a) Unless prohibited or limited by the articles or bylaws,...

Part B - Voting

§ 4-33-720. Members' list for meeting - (a) After fixing a record date for a notice of...

§ 4-33-721. Voting entitlement generally - (a) Unless the articles or bylaws provide otherwise, each member...

§ 4-33-722. Quorum requirements - (a) Unless this chapter, the articles, or bylaws provide for...

§ 4-33-723. Voting requirements - (a) Unless this chapter, the articles, or the bylaws require...

§ 4-33-724. Proxies - (a) Unless the articles or bylaws prohibit or limit proxy...

§ 4-33-725. Cumulative voting for directors - (a) If the articles or bylaws provide for cumulative voting...

§ 4-33-726. Other methods of electing directors - A corporation may provide in its articles or bylaws for...

§ 4-33-727. Corporation's acceptance of votes - (a) If the name signed on a vote, consent, waiver,...

Part C - Voting Agreements

§ 4-33-730. Voting agreements - (a) Two (2) or more members may provide for the...

Subchapter 8 - Directors and Officers

Part A - Board of Directors

§ 4-33-801. Requirement for and duties of board - (a) Each corporation must have a board of directors. (b)...

§ 4-33-802. Qualification of directors - All directors must be individuals. The articles or bylaws may...

§ 4-33-803. Number of directors - (a) A board of directors must consist of three (3)...

§ 4-33-804. Election, designation and appointment of directors - (a) If the corporation has members, all the directors (except...

§ 4-33-805. Terms of directors generally - (a) The articles or bylaws must specify the term of...

§ 4-33-806. Staggered terms for directors - The articles or bylaws may provide for staggering the terms...

§ 4-33-807. Resignation of directors - (a) A director may resign at any time by delivering...

§ 4-33-808. Removal of directors elected by members or directors - (a) The members may remove one (1) or more directors...

§ 4-33-809. Removal of designated or appointed directors - (a) A designated director may be removed by an amendment...

§ 4-33-810. Removal of directors by judicial proceeding - (a) The circuit court of the county where a corporation's...

§ 4-33-811. Vacancy on board - (a) Unless the articles or bylaws provide otherwise, and except...

§ 4-33-812. Compensation of directors - Unless the articles or bylaws provide otherwise, a board of...

Part B - Meetings and Action of the Board

§ 4-33-820. Regular and special meetings - (a) If the time and place of a directors' meeting...

§ 4-33-821. Action without meeting - (a) (1) Unless the articles or bylaws provide otherwise, action...

§ 4-33-822. Call and notice of meetings - (a) Unless the articles, bylaws or subsection (c) of this...

§ 4-33-823. Waiver of notice - (a) (1) A director may at any time waive any...

§ 4-33-824. Quorum and voting - (a) Except as otherwise provided in this chapter, the articles...

§ 4-33-825. Committees of the board - (a) Unless prohibited or limited by the articles or bylaws,...

Part C - Standards of Conduct

§ 4-33-830. General standards for directors - (a) A director shall discharge his or her duties as...

§ 4-33-831. Director conflict of interest - (a) A conflict of interest transaction is a transaction with...

§ 4-33-832. Loans to or guaranties for directors and officers - (a) A corporation may not lend money to or guaranty...

§ 4-33-833. Liability for unlawful distributions - (a) Unless a director complies with the applicable standards of...

Part D - Officers

§ 4-33-840. Required officers - (a) Unless otherwise provided in the articles or bylaws, a...

§ 4-33-842. Standards of conduct for officers - (a) An officer with discretionary authority shall discharge his or...

§ 4-33-843. Resignation and removal of officers - (a) An officer may resign at any time by delivering...

§ 4-33-844. Contract rights of officers - (a) The appointment of an officer does not itself create...

§ 4-33-845. Officers' authority to execute documents - Any contract or other instrument in writing executed or entered...

Part E - Indemnification

§ 4-33-850. Part definitions - In this part: (1) “Corporation” includes any domestic or foreign...

§ 4-33-851. Authority to indemnify - (a) Except as provided in subsection (d) of this section,...

§ 4-33-852. Mandatory indemnification - Unless limited by its articles of incorporation, a corporation shall...

§ 4-33-853. Advance for expenses - (a) A corporation may pay for or reimburse the reasonable...

§ 4-33-854. Court-ordered indemnification - Unless limited by a corporation's articles of incorporation, a director...

§ 4-33-855. Determination and authorization of indemnification - (a) A corporation may not indemnify a director under §...

§ 4-33-856. Indemnification of officers, employees and agents - Unless limited by a corporation's articles of incorporation: (1) an...

§ 4-33-857. Insurance - A corporation may purchase and maintain insurance on behalf of...

§ 4-33-858. Application of part - (a) A provision treating a corporation's indemnification of or advance...

Subchapter 10 - Amendment of Articles of Incorporation and Bylaws

Part A - Articles of Incorporation

§ 4-33-1001. Authority to amend - A corporation may amend its articles of incorporation at any...

§ 4-33-1002. Amendment by directors - (a) Unless the articles provide otherwise, a corporation's board of...

§ 4-33-1003. Amendment by directors and members - (a) Unless this chapter, the articles, bylaws, the members (acting...

§ 4-33-1004. Class voting by members on amendments - (a) The members of a class in a public benefit...

§ 4-33-1005. Articles of amendment - A corporation amending its articles shall deliver to the Secretary...

§ 4-33-1006. Restated articles of incorporation - (a) A corporation's board of directors may restate its articles...

§ 4-33-1007. Amendment pursuant to judicial reorganization - (a) A corporation's articles may be amended without board approval...

§ 4-33-1008. Effect of amendment and restatement - An amendment to articles of incorporation does not affect a...

Part B - Bylaws

§ 4-33-1020. Amendment by directors - If a corporation has no members, its incorporators, until directors...

§ 4-33-1021. Amendment by directors and members - (a) Unless this chapter, the articles, bylaws, the members (acting...

§ 4-33-1022. Class voting by members on amendments - (a) The members of a class in a public benefit...

Part C - Articles of Incorporation and Bylaws

§ 4-33-1030. Approval by third persons - The articles may require an amendment to the articles or...

§ 4-33-1031. Amendment terminating members or redeeming or cancelling memberships - (a) Any amendment to the articles or bylaws of a...

Subchapter 11 - Merger

§ 4-33-1101. Approval of plan of merger - (a) Subject to the limitations set forth in § 4-33-1102,...

§ 4-33-1102. Limitations on mergers by public benefit or religious corporations - (a) Without the prior approval of the circuit court of...

§ 4-33-1103. Action on plan by board, members and third persons - (a) Unless this chapter, the articles, bylaws or the board...

§ 4-33-1104. Articles of merger - After a plan of merger is approved by the board...

§ 4-33-1105. Effect of merger - When a merger takes effect: (1) every other corporation party...

§ 4-33-1106. Merger with foreign corporation - (a) Except as provided in § 4-33-1102, one (1) or...

§ 4-33-1107. Bequests, devises and gifts - Any bequest, devise, gift, grant, or promise contained in a...

§ 4-33-1108. Continuation of prior corporate existence for limited purpose - (a) The corporate existence of each constituent corporation which has...

Subchapter 12 - Sale of Assets

§ 4-33-1201. Sale of assets in regular course of activities and mortgage of assets - (a) A corporation may on the terms and conditions and...

§ 4-33-1202. Sale of assets other than in regular course of activities - (a) A corporation may sell, lease, exchange, or otherwise dispose...

Subchapter 13 - Distributions

§ 4-33-1301. Prohibited distributions - Except as authorized by § 4-33-1302, a corporation shall not...

§ 4-33-1302. Authorized distributions - (a) A mutual benefit corporation may purchase its memberships if...

Subchapter 14 - Dissolution

Part A - Voluntary Dissolution

§ 4-33-1401. Dissolution by incorporators or directors and third persons - (a) A majority of the incorporators or directors of a...

§ 4-33-1402. Dissolution by directors, members and third persons - (a) Unless this chapter, the articles, bylaws or the board...

§ 4-33-1404. Articles of dissolution - (a) At any time after dissolution is authorized, the corporation...

§ 4-33-1406. Effect of dissolution - (a) A dissolved corporation continues its corporate existence but may...

§ 4-33-1407. Known claims against dissolved corporation - (a) A dissolved corporation may dispose of the known claims...

§ 4-33-1408. Unknown claims against dissolved corporation - (a) At any time after dissolution is authorized, a corporation...

Part B - Administrative Dissolution

§ 4-33-1420. Grounds for administrative dissolution - The Secretary of State may commence a proceeding under §...

§ 4-33-1421. Procedure for and effect of administrative dissolution - (a) Upon determining that one (1) or more grounds exist...

§ 4-33-1422. Reinstatement following administrative dissolution - (a) A corporation administratively dissolved under § 4-33-1421 may apply...

§ 4-33-1423. Appeal from denial of reinstatement - (a) The Secretary of State, upon denying a corporation's application...

Part C - Judicial Dissolution

§ 4-33-1430. Grounds for judicial dissolution - (a) The circuit court may dissolve a corporation: (1) in...

§ 4-33-1431. Procedure for judicial dissolution - (a) Venue for a proceeding by the Attorney General to...

§ 4-33-1432. Receivership or custodianship - (a) A court in a judicial proceeding brought to dissolve...

§ 4-33-1433. Decree of dissolution - (a) If after a hearing the court determines that one...

Part D - Miscellaneous

§ 4-33-1440. Deposit with Treasurer of State - Assets of a dissolved corporation that should be transferred to...

Subchapter 15 - Foreign Corporations

Part A - Certificate of Authority

§ 4-33-1501. Authority to transact business required - (a) A foreign corporation may not transact business in this...

§ 4-33-1502. Consequences of transacting business without authority - (a) A foreign corporation transacting business in this state without...

§ 4-33-1503. Application for certificate of authority - (a) A foreign corporation may apply for a certificate of...

§ 4-33-1504. Amended certificate of authority - (a) A foreign corporation authorized to transact business in this...

§ 4-33-1505. Effect of certificate of authority - (a) A certificate of authority authorizes the foreign corporation to...

§ 4-33-1506. Corporate name of foreign corporation - (a) If the corporate name of a foreign corporation does...

§ 4-33-1507. Registered office and registered agent of foreign corporation - Each foreign corporation authorized to transact business in this state...

§ 4-33-1508. Change of registered office or registered agent of foreign corporation - (a) A foreign corporation authorized to transact business in this...

§ 4-33-1509. Resignation of registered agent of foreign corporation - (a) The registered agent of a foreign corporation may resign...

§ 4-33-1510. Service on foreign corporation - (a) The registered agent of a foreign corporation authorized to...

Part B - Withdrawal

§ 4-33-1520. Withdrawal of foreign corporation - (a) A foreign corporation authorized to transact business in this...

Part C - Revocation of Certificate of Authority

§ 4-33-1530. Grounds for revocation - (a) The Secretary of State may commence a proceeding under...

§ 4-33-1531. Procedure and effect of revocation - (a) The Secretary of State upon determining that one (1)...

§ 4-33-1532. Appeal from revocation - (a) A foreign corporation may appeal the Secretary of State's...

Subchapter 16 - Conversion to a Public Water Authority

§ 4-33-1601. Conversion to a public water authority - A corporation which meets the definition of a qualified corporation,...

Subchapter 17 - Transition Provisions

§ 4-33-1701. Application to existing domestic corporations - All provisions of this chapter shall apply to all domestic...

§ 4-33-1702. Application to qualified foreign corporations - A foreign corporation authorized to transact business in this state...

§ 4-33-1703. Saving provisions - (a) Except as provided in subsection (b) of this section,...

§ 4-33-1704. Severability - If any provision of this chapter or its application to...

§ 4-33-1705. Repeal - All laws and parts of laws in conflict with this...

§ 4-33-1706. Effective date - This chapter takes effect January 1, 1994.

§ 4-33-1707. Public benefit, mutual benefit and religious corporations - Upon electing to be governed by the provisions of this...

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Arkansas Code Subtitle 3 - Corporations and Associations Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993

Arkansas Code
Subtitle 3 - Corporations and Associations
Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993