Title 4, Business and Commercial Law

(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, powe…

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(2) relocate the principal office, de…

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin a…

(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by § 4-33-301 and its articles of incorporation. (b) Except as authorized by subsections (c), (d), and (e) of this section, a corporate name…

(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is avail…

(a) A foreign corporation may register its corporate name, or its corporate name with any change required by § 4-33-1506, if the name is distinguishable upon the records of the Secretary of State from:(1) the corporate name of a nonprofit or business corporation incorporated or a…

(a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his or her consent.

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.

A corporation is not required to have members.

All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with res…

(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. (b) No member of a public benefit or religious corporation may transfer a membership or any right arising theref…

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.

A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.

(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such pr…

(a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.

(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. (b) A pr…

(a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditio…

(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to:(1) the characteristics, qualifications, rights, limitation and obligations of delegates including…

(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings at times stated in or fixed in accordance with the bylaws. (c) Annual and regula…

(a) A corporation with members shall hold a special meeting of members:(1) on call of its board or the person or persons authorized to do so by the articles or bylaws; or(2) except as provided in the articles or bylaws of a religious corporation if the holders of at least five pe…

(a) The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order a meeting to be held:(1) on application of any member or other person …

(a) (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power.(…

(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 …

(a) (1) A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice.(2) The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in t…

(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a rec…

(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (b) A written…

(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting.…

(a) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. When more than one (1) membership is held by a single entity, the member shall be entitled to one (1) vote for each such membership. (b) Unless the…

(a) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decrease the quorum fo…

(a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members. …

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. (b) (1) An appointment of a proxy is effective when received by the s…

(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribut…

A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) on the basis of chapter or other organizational unit; (2) by region or other geographic unit; (3) by preferential voting; or (4) by any other reasonable method.

(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 …

(a) Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) years. For public benefit corporations such agreements must have a reasonable purpose not inconsist…

(a) Each corporation must have a board of directors. (b) Except as provided in this chapter or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board. (c) T…

All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors.

(a) A board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. (b) The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by amendment to or…

(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some o…

(a) The articles or bylaws must specify the term of directors. Except for designated or appointed directors, the terms of directors may not exceed the lesser of six (6) years or the stated duration of the corporation. In the absence of any term specified in the articles or bylaws…

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.

(a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary. (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation i…

(a) The members may remove one (1) or more directors elected by them without cause. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, uni…

(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Appointed directors:(1) except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing…

(a) The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class, if …

(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:(1) the members, if any, may fill the vac…