Corporate Bylaws - Arkansas

BYLAWS OF [____________________], a Arkansas corporation

A for-profit corporation organized under the Arkansas Business Corporation Act of 1987, Ark. Code Ann. § 4-27-101 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Arkansas, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Office and Registered Agent. The corporation shall continuously maintain in the State of Arkansas a registered office and a registered agent as required by Ark. Code Ann. § 4-27-501. The registered agent is [____________________], whose registered office address is [____________________]. The registered office need not be the same as the principal office. The Board may change the registered office or registered agent from time to time by filing the appropriate statement with the Arkansas Secretary of State pursuant to Ark. Code Ann. § 4-27-502.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to Ark. Code Ann. § 4-27-701, an annual meeting of shareholders shall be held each year at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________] (e.g., the [____] [day of the week] of [month]), or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to Ark. Code Ann. § 4-27-702, special meetings of shareholders may be called by the Board, by the President, or by the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the special meeting (or such other percentage, not greater than the statutory maximum, as the Articles may provide). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of Arkansas, stated in or fixed in accordance with these Bylaws. If no place is fixed, meetings shall be held at the corporation's principal office. As authorized by Ark. Code Ann. § 4-27-701(b), the Board may determine that any meeting of shareholders shall be held solely or partially by means of remote communication, provided the Board adopts guidelines and procedures and that shareholders and proxy holders entitled to participate have a reasonable opportunity to participate, are deemed present, and may vote on matters submitted, all in accordance with the Act.

Section 2.4 Notice of Meetings. Pursuant to Ark. Code Ann. § 4-27-705, the corporation shall notify each shareholder entitled to vote of the date, time, and place (if any) of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date (and, where a proposal to increase the authorized capital stock or bond indebtedness is to be submitted, no fewer than sixty (60) nor more than seventy-five (75) days before the meeting date). Notice of a special meeting must state the purpose(s) for which it is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws, before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation for inclusion in the minutes, in accordance with Ark. Code Ann. § 4-27-706. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to receive a distribution, or to take any other action, in accordance with Ark. Code Ann. § 4-27-707. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. If not otherwise fixed, the record date for a shareholders' meeting is the day before the first notice is delivered to shareholders (Ark. Code Ann. § 4-27-705(d)).

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of shareholders entitled to notice of the meeting, available for inspection as provided in Ark. Code Ann. § 4-27-720.

Section 2.8 Quorum. A majority of the votes entitled to be cast on a matter by a voting group, represented in person or by proxy, constitutes a quorum of that voting group for action on that matter, unless the Articles or the Act provide otherwise, all in accordance with Ark. Code Ann. § 4-27-725. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (Ark. Code Ann. § 4-27-721). If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number of affirmative votes (Ark. Code Ann. § 4-27-725(c)). Directors are elected by a plurality of the votes cast unless otherwise provided in the Articles (Ark. Code Ann. § 4-27-728).

Section 2.10 Proxies. A shareholder may vote shares in person or by proxy by signing an appointment form in accordance with Ark. Code Ann. § 4-27-722. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes and is valid for eleven (11) months unless a longer period is expressly provided. A proxy is revocable unless the appointment form conspicuously states it is irrevocable and is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may provide for a greater quorum or voting requirement for shareholders than is provided by the Act, subject to Ark. Code Ann. § 4-27-727.

Section 2.12 Action by Written Consent. Pursuant to Ark. Code Ann. § 4-27-704, any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. (Action on a proposal to increase the capital stock or bond indebtedness requires the written consent of all shareholders.) Each written consent must be delivered to the corporation for inclusion in the minutes or filing with the corporate records. Where required, written notice of the proposed action must be given to nonvoting shareholders at least ten (10) days before the action is taken.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned by the chair of the meeting or by the vote of shares represented at the meeting. Unless these Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place are announced before adjournment, except as provided in Ark. Code Ann. § 4-27-705(e) where a new record date is fixed.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by the Act (Ark. Code Ann. § 4-27-801).

Section 3.2 Number and Qualifications. Pursuant to Ark. Code Ann. § 4-27-803, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a variable range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of Arkansas or shareholders of the corporation unless the Articles so require.

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Ark. Code Ann. § 4-27-806. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death.

Section 3.4 Resignation. A director may resign at any time by delivering written notice to the Board, its chair, or the corporation, in accordance with Ark. Code Ann. § 4-27-807. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. Shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause, in accordance with Ark. Code Ann. § 4-27-808. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that removal is a purpose of the meeting.

Section 3.6 Vacancies. Pursuant to Ark. Code Ann. § 4-27-810, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Arkansas, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors] in accordance with Ark. Code Ann. § 4-27-822. Special meetings may be held within or without the State of Arkansas.

Section 3.9 Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, in accordance with Ark. Code Ann. § 4-27-822. The notice need not describe the purpose of the special meeting. Notice may be waived as provided in Ark. Code Ann. § 4-27-823; a director's attendance at or participation in a meeting waives any required notice unless the director promptly objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to Ark. Code Ann. § 4-27-824, unless the Articles or these Bylaws require a greater number, a quorum of the Board consists of a majority of the fixed number of directors (or, for a variable-range board, a majority of the number prescribed or in office). These Bylaws may authorize a quorum of no fewer than one-third (1/3) of the fixed or prescribed number of directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require a greater number.

Section 3.11 Telephonic and Electronic Meetings. Unless the Articles provide otherwise, the Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting, in accordance with Ark. Code Ann. § 4-27-820(b). A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to Ark. Code Ann. § 4-27-821, unless the Articles or these Bylaws provide otherwise, any action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date.

Section 3.13 Presumption of Assent. A director present at a Board or committee meeting at which corporate action is taken is deemed to have assented unless the director objects at the beginning of the meeting (or promptly upon arrival), has the dissent or abstention entered in the minutes, or delivers written notice of dissent or abstention before adjournment or to the corporation immediately after adjournment, in accordance with Ark. Code Ann. § 4-27-824(d).

Section 3.14 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses, in accordance with Ark. Code Ann. § 4-27-811. A director may also serve the corporation in another capacity and receive compensation for such service.

Section 3.15 Standards of Conduct. Each director shall discharge the director's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation, in accordance with Ark. Code Ann. § 4-27-830.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Ark. Code Ann. § 4-27-825, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint members of the Board to serve on them. Each committee must have two (2) or more members, who serve at the pleasure of the Board. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required to take action under Ark. Code Ann. § 4-27-824.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, each committee may exercise the authority of the Board under Ark. Code Ann. § 4-27-801. A committee may not, however: (a) authorize distributions; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or any committee; (d) amend the Articles; (e) adopt, amend, or repeal these Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares (except per a formula or method prescribed by the Board); or (h) authorize or approve the issuance or sale of shares (except within limits prescribed by the Board), all as provided in Ark. Code Ann. § 4-27-825(e).

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements (Ark. Code Ann. §§ 4-27-820 to 4-27-824) apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Ark. Code Ann. § 4-27-840, the corporation shall have the officers described in these Bylaws or appointed by the Board. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly authorized officer to the extent provided by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to Ark. Code Ann. § 4-27-842, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. Appointment of an officer does not itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as the principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of the shareholders and the Board; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign. The duties of the Secretary include those described in Ark. Code Ann. § 4-27-840(c).

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Authority. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board, the appointing officer, or another officer authorized by the Board, consistent with Ark. Code Ann. § 4-27-841.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by Ark. Code Ann. § 4-27-621. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Arkansas, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with Ark. Code Ann. § 4-27-625. Each certificate shall be signed (either manually or in facsimile) by two officers designated by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information required on certificates by Ark. Code Ann. § 4-27-626.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate representing the shares (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by Ark. Code Ann. § 4-27-627. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of the certificate (or in the information statement for uncertificated shares).

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Permissive Indemnification. To the fullest extent authorized by Ark. Code Ann. § 4-27-850(a), the corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation), whether civil, criminal, administrative, or investigative, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the corporation's request as a director, officer, employee, or agent of another entity, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with the proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the person failed to meet this standard.

Section 7.2 Derivative Actions. To the fullest extent authorized by Ark. Code Ann. § 4-27-850(b), the corporation shall have the power to indemnify any such person in connection with an action or suit by or in the right of the corporation against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person has been adjudged liable for negligence or misconduct in the performance of the person's duty to the corporation, unless and only to the extent that a court determines the person is fairly and reasonably entitled to indemnity.

Section 7.3 Mandatory Indemnification for Successful Defense. To the extent that a director, officer, employee, or agent has been successful on the merits or otherwise in defense of any proceeding referred to in Section 7.1 or 7.2, or in defense of any claim, issue, or matter therein, the corporation shall indemnify that person against expenses (including attorneys' fees) actually and reasonably incurred, in accordance with Ark. Code Ann. § 4-27-850(c).

Section 7.4 Determination of Eligibility. Any indemnification under Sections 7.1 and 7.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper because the person met the applicable standard of conduct. The determination shall be made in the manner specified in Ark. Code Ann. § 4-27-850(d), including by a majority vote of a quorum of directors not parties to the proceeding, by independent legal counsel, or by the shareholders.

Section 7.5 Advancement of Expenses. Expenses (including attorneys' fees) incurred by a director or officer in defending a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the person to repay the amount advanced unless it is ultimately determined that the person is entitled to be indemnified, all in accordance with Ark. Code Ann. § 4-27-850(e).

Section 7.6 Non-Exclusivity. The indemnification and advancement of expenses provided by this Article are not exclusive of any other rights to which a person may be entitled under the Articles, any agreement, a vote of shareholders or disinterested directors, or otherwise, as provided in Ark. Code Ann. § 4-27-850(f).

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent against any liability asserted against and incurred in such capacity, whether or not the corporation would have the power to indemnify the person against such liability under this Article, in accordance with Ark. Code Ann. § 4-27-850(g).

Section 7.8 Continuation. The indemnification and advancement rights provided by this Article continue as to a person who has ceased to be a director, officer, employee, or agent and inure to the benefit of the person's heirs, executors, and administrators, to the extent provided in Ark. Code Ann. § 4-27-850(h).

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of Ark. Code Ann. § 4-27-640.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Ark. Code Ann. § 4-27-640.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution in accordance with Ark. Code Ann. § 4-27-707. If no record date is fixed, the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. The corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee in place of the Board, in accordance with Ark. Code Ann. § 4-27-1601. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records described in Ark. Code Ann. § 4-27-1601(e) (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings for the past three years, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, Ark. Code Ann. §§ 4-27-1602 and 4-27-1603, including the requirements of a written demand made in good faith and for a proper purpose, with reasonable particularity, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon written request, the corporation shall furnish a requesting shareholder its latest annual financial statements as required by Ark. Code Ann. § 4-27-1620.

Section 9.5 Annual Report. The corporation shall deliver to the Arkansas Secretary of State the franchise tax report / annual report required by applicable Arkansas law, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may have a corporate seal in such form as the Board may determine, as authorized by Ark. Code Ann. § 4-27-302(2). The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with Ark. Code Ann. § 4-27-1601.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to Ark. Code Ann. § 4-27-1020, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or readopt that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to Ark. Code Ann. § 4-27-1021, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement for Directors. A bylaw that fixes a greater quorum or voting requirement for the Board may be amended or repealed only in the manner provided in Ark. Code Ann. § 4-27-1022.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to Ark. Code Ann. § 4-27-207, the corporation may adopt emergency bylaws, subject to repeal or change by action of the shareholders, that are operative during an emergency in the conduct of the business of the corporation resulting from a catastrophic event, attack, or other circumstance that makes it impossible or impractical for a quorum of the Board to be readily assembled.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and the relocation of the principal office or designation of alternative offices, in accordance with Ark. Code Ann. § 4-27-207.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Arkansas corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to Ark. Code Ann. § 4-27-206 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Arkansas Business Corporation Act of 1987, Ark. Code Ann. § 4-27-101 et seq.
• Ark. Code Ann. § 4-27-205 (organization of corporation); § 4-27-206 (bylaws); § 4-27-207 (emergency bylaws)
• Ark. Code Ann. § 4-27-302 (general powers, including corporate seal)
• Ark. Code Ann. §§ 4-27-501 to 4-27-502 (registered office and registered agent)
• Ark. Code Ann. §§ 4-27-601 to 4-27-640 (shares, issuance, certificates, transfer restrictions, distributions)
• Ark. Code Ann. §§ 4-27-701 to 4-27-707 (annual and special meetings; remote meetings; action without meeting; notice; record date)
• Ark. Code Ann. §§ 4-27-720 to 4-27-728 (shareholders' list; voting; proxies; quorum; greater requirements; election of directors)
• Ark. Code Ann. §§ 4-27-801 to 4-27-811 (board: powers; number; election; staggered terms; resignation; removal; vacancies; compensation)
• Ark. Code Ann. §§ 4-27-820 to 4-27-825 (board meetings; remote participation; action without meeting; notice; waiver; quorum and voting; committees)
• Ark. Code Ann. § 4-27-830 (general standards of conduct for directors)
• Ark. Code Ann. §§ 4-27-840 to 4-27-842 (officers; duties; resignation and removal)
• Ark. Code Ann. § 4-27-850 (indemnification of officers, directors, employees, and agents; advancement of expenses; insurance)
• Ark. Code Ann. §§ 4-27-1020 to 4-27-1022 (amendment of bylaws)
• Ark. Code Ann. §§ 4-27-1601 to 4-27-1603, 4-27-1620 (corporate records; shareholder inspection rights; financial statements)