§ 15-4-915 - Management of corporation -- Voting and transfer of common stock. - Arkansas Statutes

15-4-915. Management of corporation -- Voting and transfer of common stock.

(a) Only the holders of common stock, through the board of directors, shall manage the affairs of the corporation. Each holder of common stock shall be entitled to one (1) vote, in person or by proxy, for each share of common stock held by him or her and, in voting for the directors of the corporation, shall be entitled to exercise the right of cumulative voting, except that ex officio directors shall be excluded from any calculation with respect to cumulative voting.

(b) In the event of the transfer of shares of common stock, whether by act of the holder or by operation of law, the names of the proposed transferees shall be submitted to the directors of the development finance corporation and the directors may refuse to approve the transfer. In this event, the development finance corporation shall have the option to purchase the shares of common stock at par. Shares of common stock so purchased shall be cancelled and shares in lieu thereof may be reissued and sold by the corporation. In the event that the directors do not purchase the shares of common stock subject to transfer, the shares of common stock then may be transferred without the approval of the directors.

(c) (1) (A) In addition to the directors elected by the holders of common stock of a development finance corporation, the Director of the Arkansas Economic Development Commission, the President of the Arkansas Development Finance Authority, and the Executive Director of the Arkansas Science and Technology Authority or persons holding similar executive positions in any agency or instrumentality succeeding thereto shall be ex officio members of the board of directors of each corporation created under this subchapter.

(B) Ex officio directors shall have all rights, duties, and obligations of a director except that their terms of office shall be concurrent with their employment in the position by the respective agencies and shall be deemed to have resigned as a director of the corporation when such employment is terminated.

(C) The successor to such a person shall become a director without further action by the board of directors upon receipt of written notice by the president of the corporation from the chair of the board or commission of the respective agency that the person has become so employed.

(2) It shall not be necessary to amend the articles of incorporation of any development finance corporation organized and existing prior to the enactment of this provision, and the provisions of this subsection shall be applicable to all such corporations on March 27, 1985.