The Horizontal Property Act and the Non-profit
Corporations Code. There are Property Owner Associations that are conducting
elections by electronic ballot. This is
done by individual associations.
Arkansas commonly permits corporations, associations, and
nonprofits to conduct remote and virtual meetings. Remote meetings contingent
on an association’s articles of incorporation, charter, or bylaws. If governing
documents are silent, remote and virtual meetings are allowed. The Arkansas
Nonprofit Corporation Act of 1993 governs the corporate structure and procedure
of nonprofit corporations incorporated after December 31, 1993. If a property
owners' association is organized as a nonprofit corporation, it will be
governed by the Act of 1993. Nonprofit corporations incorporated before
December 31, 1993, are governed by the Arkansas Nonprofit Corporation Act of 1963, Ark. Code Ann.
§§ 4-28-201, et seq. Contact your association’s attorney to see what your
community’s options are for virtual meetings based upon your governing
documents.
Chapter
33: The Arkansas Nonprofit Corporation Act of 1993 Subchapter 8 - Directors and
Officers Part B-- Meetings and Action of the Board § 4-33-820. Regular and
special meetings
(a) If the time and place of a
directors' meeting is fixed by the bylaws or the board, the meeting is a
regular meeting. All other meetings are special meetings.
(b) A board of directors may hold
regular or special meetings in or out of this state.
(c) Unless the articles or bylaws
provide otherwise, a 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. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
Universal Citation: AR
Code § 4-33-820 (2018)
2010
Arkansas Code Title 4 - Business and Commercial Law Subtitle 3 - Corporations
And Associations Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993
Subchapter 2 – Organization § 4-33-207 - Emergency bylaws and powers.
(a) Unless the articles provide
otherwise the directors of a corporation may adopt, amend or repeal bylaws to
be effective only in an emergency defined in subsection (d) of this section.
The emergency bylaws, which are subject to amendment or repeal by the members,
may provide special procedures necessary for managing the corporation during
the emergency, including:
(1) how to call a meeting
of the board;
(2) quorum
requirements for the meeting; and
(3) designation of
additional or substitute directors.
(b) All provisions of the regular
bylaws consistent with the emergency bylaws remain effective during the
emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good
faith in accordance with the emergency bylaws:
(1) binds the
corporation; and
(2) may not be used to impose
liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes
of this section if a quorum of the corporation's directors cannot readily be
assembled because of some catastrophic event.
2010
Arkansas Code Title 4 - Business and Commercial Law Subtitle 3 - Corporations
And Associations Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993
Subchapter 3 - Purposes and Powers § 4-33-303 - Emergency powers.
(a) In anticipation of or during an
emergency defined in subsection (d) of this section, the board of directors of
a corporation may:
(1) modify lines of succession to
accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office,
designate alternative principal offices or regional offices, or authorize the
officer to do so.
(b) During an emergency defined in
subsection (d) of this section, unless emergency bylaws provide otherwise:
(1) notice of a meeting of the
board of directors need be given only to those directors it is practicable to
reach and may be given in any practicable manner, including by publication and
radio; and
(2) one (1) or more officers of
the corporation present at a meeting of the board of directors may be deemed to
be directors for the meeting, in order of rank and within the same rank in
order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good
faith during an emergency under this section to further the ordinary affairs of
the corporation:
(1) binds the
corporation; and
(2) may not be used to impose
liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for
purposes of this section if a quorum of the corporation's directors cannot
readily be assembled because of some catastrophic event.