Nonprofit Corporation Articles Amendment Approval and Filing in Arkansas

At a glance

Requirements one by one

Approve the proposal

Under § 4-33-1001, a corporation may add or change a permitted articles provision or remove one that is not required. § 4-33-1003(a) ordinarily requires a public benefit or religious corporation's board to approve the amendment unless it concerns the number, composition, term, or selection of directors. Members approve by the lesser of two-thirds of votes cast or a majority of voting power; the act and governing documents may require more. Members and the board may condition adoption on a higher vote under § 4-33-1003(b)-(c).

Check class and other approval

Under § 4-33-1004(a), public benefit classes vote separately when their voting rights are differently affected. Mutual benefit classes have broader triggers, including changes to membership numbers, transfer rights, and dissolution rights (§ 4-33-1004(b)). A religious corporation has a class vote only if its articles or bylaws provide one (§ 4-33-1004(c)). A required class vote generally uses the lesser of two-thirds of class votes cast or a majority of class voting power (§ 4-33-1004(e)). § 4-33-1030 allows the articles to require a specified person's written approval.

Use a no-member or nonmeeting route

When there are no members, § 4-33-1002(b) permits incorporators to amend before directors are chosen and then requires a majority of directors in office. § 4-33-1002(a) permits specified board-only amendments, including removing initial director or agent details. For member action without a meeting, § 4-33-704(a) requires written consent from holders of at least 80% of voting power; § 4-33-708(a)-(c) permits a written ballot subject to meeting-equivalent quorum and approval. § 4-33-1003(d)-(e) requires a copy or summary of the proposed amendment in meeting notice or consent/ballot solicitation.

File and set the effective date

§ 4-33-1005 requires the corporate name, amendment text and date, and a statement when no member approval is required. If members must approve, § 4-33-1005(5)-(6) requires class vote details and any outside approval statement. Under § 4-33-120(f), an officer or eligible incorporator executes the filing for the Secretary of State. The Secretary of State's NPD-2 table lists $45 online or $50 on paper. § 4-33-123 makes filing the default effective event and allows a delayed date within 90 days; a date without a time means close of business. A restatement carrying an amendment follows the required member or third-person approval (§ 4-33-1006(b)-(c)).

What trips people up

§ 4-33-1701 allows a corporation formed before 1994 to elect into the 1993 act by amending its articles. Check that election before applying the 1993 act's procedure to an older corporation.

Common questions

Can the board change initial director information alone?

Yes, unless the articles provide otherwise; § 4-33-1002(a) includes deleting the initial directors' names and addresses.

Does the filing need detailed class vote numbers?

When members must approve, § 4-33-1005(5) requires the class designations, memberships and voting figures, plus vote totals or a sufficient-approval statement.

Statutes and sources

The source entries above quote the official enrolled acts and the Secretary of State's current nonprofit filing table.