Ark. Code Ann. » Title 4 Chapter 26
Arkansas Code Annotated

Ark. Code Ann. § 4-26-801 (2020)

Board of directors generally

✓ Arkansas Code release r76: Acts through about 2020 (2021-2025 sessions missing)
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  1. All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
  2. Directors need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors.
  3. The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the articles of incorporation.
  4. Directors may not vote by proxy.

History. Acts 1965, No. 576, § 36; A.S.A. 1947, § 64-301; Acts 1987, No. 323, § 2.

Research References

Ark. L. Rev.

Note, Hall v. Staha: Arkansas Courts Adopt the Business Judgment Rule as a Tool of Judicial Review and Analyze the Issue of Excessive Executive Compensation, 47 Ark. L. Rev. 959.

U. Ark. Little Rock L.J.

Survey—Corporations, 10 U. Ark. Little Rock L.J. 549.

Case Notes

Compensation.

Directors may earn and be paid money by the corporation for services rendered. Corning Custom Gin Co. v. Oliver, 171 Ark. 175, 283 S.W. 977 (1926); Oil Fields Corp. v. Hess, 186 Ark. 241, 53 S.W.2d 444 (1932) (preceding decisions under prior law).

Cited: Smith v. Paul, 317 Ark. 182, 876 S.W.2d 266 (1994).

Notes of Decisions
Cited in 2 cases, 1994–2001 · leading case: Marcum v. Wengert, 40 S.W.3d 230 (Ark. 2001).
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Marcum v. Wengert, 40 S.W.3d 230 (Ark. 2001). “1991) states: (a) All corporate powers shall be exercised by or under the authority of and the business and affairs of a corporation shall be managed under the direction of its board of directors, subject to any limitation set forth in the articles of incorporation.”
Smith v. Leonard, 876 S.W.2d 266 (Ark. 1994). · cites it 2× “Appellants contend that Leonard exceeded his authority by accepting the pledge and that there should have been a shareholder vote on the matter. Under the applicable Arkansas statutes, all corporate powers may be exercised by the board of directors unless limitations are set by…”
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