§ 23-75-106 - Incorporation -- Amendments to articles or bylaws. - Arkansas Statutes

23-75-106. Incorporation -- Amendments to articles or bylaws.

(a) Any corporation shall hereafter be organized under the laws of this state relating to private corporations not for pecuniary profit, insofar as the laws are not inconsistent with this chapter.

(b) (1) Upon adoption of an amendment to its articles of incorporation or bylaws, the corporation shall make in duplicate under its corporate seal a certificate setting forth the amendment and the date and manner of its adoption.

(2) The certificate shall be:

(A) Executed by the corporation's president or vice president and secretary or assistant secretary; and

(B) Acknowledged before an officer authorized by law to take acknowledgments of deeds.

(3) The corporation shall deliver to the Insurance Commissioner:

(A) A duplicate original of the certificate; and

(B) (i) The filing fee that is:

(a) Specified in 23-61-401; or

(b) Established by rule of the commissioner.

(ii) The filing fee is not refundable.

(4) If the commissioner finds that the certificate and the amendment comply with the law, the commissioner shall:

(A) Endorse his or her approval upon each of the duplicate originals;

(B) Place one (1) set on file in his or her office; and

(C) Return the remaining set to the corporation for its corporate records.

(5) The amendment shall be effective when the commissioner has endorsed his or her approval on the certificate.

(6) If the commissioner finds that the proposed amendment or certificate does not comply with the law, the commissioner shall:

(A) Not approve the certificate;

(B) Return the duplicate certificate to the corporation with his or her written statement of reasons for not approving the certificate; and

(C) Retain the filing fee.