Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Arkansas
At a glance
| Governing law and documents | 1993 nonprofit act governs post-1993 domestic nonprofits and older opt-ins; articles/bylaws may vary ordinary notice, remote attendance and quorum (§§ 4-33-1701, -820, -822, -824). |
|---|---|
| Meeting type, caller, and place | Bylaw/board-fixed time and place is regular, others special; in/out of state; presiding officer, president or 20% of sitting directors may call unless documents differ (§§ 4-33-820, -822(d)). |
| Regular meeting notice | No notice by default unless articles/bylaws or memberless-board special matter require it (§ 4-33-822(a), (c)). |
| Special meeting notice | Default at least 2 days' date/time/place notice to each director, purpose unnecessary; memberless director removal/member-level approval requires 7 days' written vote notice or waiver (§ 4-33-822(b)–(c)). |
| Notice waiver and objection | Signed written waiver filed in records; facsimile signed waiver valid; attendance waives unless timely lack-of-notice objection without later favorable vote/assent (§ 4-33-823). |
| Remote attendance | Unless articles/bylaws differ, all directors must hear one another simultaneously; qualifying participant deemed present (§ 4-33-820(c)). |
| Quorum and minimum | Default majority of directors in office before meeting; articles/bylaws may vary; § 4-33-824(a) states no numerical floor. |
| Director proxy | Board vote measured by directors present, including qualifying remote participants (§§ 4-33-820(c), -824(b)). |
| Vote and assent | Quorum at vote; majority of directors present unless act/articles/bylaws demand more; favorable vote after notice objection waives it (§§ 4-33-824(b), -823(b)). |
Requirements one by one
Which act and meeting rule apply
Under § 4-33-1701, the 1993 act governs domestic nonprofits incorporated from January 1, 1994, and older corporations that elected it through their articles. A pre-1994 corporation that did not elect into this act needs its own governing-law check. Section 4-33-820 makes a bylaw- or board-fixed time and place a regular meeting; all other meetings are special. The presiding officer, president, or twenty percent of directors in office may ordinarily call and give notice under § 4-33-822(d).
Notice, presence, and vote
Section 4-33-822(a) lets regular meetings proceed without notice by default. Subsection (b) ordinarily requires at least two days' notice of date, time, and place for special meetings, but not their purpose. Under § 4-33-820(c), technology that lets all directors hear one another simultaneously makes a remote participant present in person. Under § 4-33-824, the act ordinarily sets quorum at a majority of directors in office immediately before the meeting and board action at a majority of those present when quorum exists.
What trips people up
For a memberless corporation, § 4-33-822(c) requires seven days' written notice to each director that removal of a director or a matter otherwise needing member approval will be voted on, unless notice is waived. That specific notice supersedes the ordinary two-day special-meeting default.
Under § 4-33-823(b), attending without a timely lack-of-notice objection waives notice. An objection to a matter not properly noticed can be made before its vote, but the director must not later vote for or assent to the objected-to action.
Common questions
Can a signed waiver be sent by fax? Yes. Section 4-33-823(a) expressly validates a signed waiver delivered by facsimile transmittal.
Does a remote director count as present? Yes. Section 4-33-820(c) deems a director participating through qualifying communication present in person.
Statutes and sources
- Ark. Code § 4-33-1701, amended by Act 26 of 1999, current unstruck text accessed September 30, 2026.
- Ark. Code §§ 4-33-820, -822–824, enacted by Act 1147 of 1993, official enrolled text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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