Arkansas Code Title 4. Business and Commercial Law § 4-26-708. Voting--Shares--Proxies

(a) Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the shareholders, except to the extent that the voting rights of the shares of any class are limited or denied by the articles of incorporation as permitted by this chapter.

(b) Neither treasury shares nor shares of its own stock held by a corporation in a fiduciary capacity nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

(c) A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his or her duly authorized attorney-in-fact.  No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.  A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the corporation.

(d) At each election for directors every shareholder entitled to vote at the election shall have the right to vote, in person or by proxy, the number of shares owned by him or her for as many persons as there are directors to be elected and for whose election he or she has a right to vote, or to cumulate his or her votes by giving one (1) candidate as many votes as the number of such directors multiplied by the number of his or her shares shall equal, or by distributing the votes on the same principle among any number of such candidates.

(e) Shares standing in the name of another corporation, domestic or foreign, may be voted by the president or a vice president of the other corporation or by such other officer, agent, or proxy as the bylaws of the other corporation may prescribe or as the board of directors of the other corporation may determine.

(f)(1) Unless the bylaws provide to the contrary, shares held by an administrator, executor, guardian, or curator may be voted by him or her without a transfer of such shares on the books of the corporation into his or her name.

(2) No trustee shall be entitled to vote shares held by him or her without a transfer of the shares on the books of the corporation into his or her name as trustee.

(g) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer thereof on the books of the corporation into his or her name as receiver if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

(h) A shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred on the books of the corporation into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(i) Except to the extent that the same may be prohibited by the terms of a controlling will or inter vivos trust instrument, and also, in the case of foreign fiduciaries, by the applicable laws of the foreign jurisdiction, trustees, whether they are under testamentary or inter vivos trusts, executors, administrators, guardians, and curators, shall have the following proxy and voting privileges in respect to the fiduciary shares:

(1) Each such fiduciary may vote in person or by his or her general or limited proxy;  and in the case of joint fiduciaries, each of them may execute a separate proxy, or all or any two (2) or more of them may unite in a joint proxy;

(2) Concerning joint fiduciaries:

(A) If one (1) only of the joint fiduciaries is present or represented at the meeting, his or her vote cast in person or by his or her proxy binds all;

(B) If more than one (1) is present or represented by proxy at the meeting, whether the number present or represented be all or less than the total number of the joint fiduciaries, the vote, in person or by proxy, of a majority of those present or represented binds all of the joint fiduciaries;

(C) In the situation mentioned in subdivision (i)(2)(B), if those present or represented are evenly opposed as to the method of voting the fiduciary shares, each fiduciary so present or represented acting in person or by proxy may vote a number of the fiduciary shares determined by dividing the total number by the number of joint fiduciaries present or represented at the meeting.

(j) The voting and proxy rights of a custodian under the Arkansas Uniform Gifts to Minors Act, Acts 1967, No. 250 shall be controlled by the provisions of that act.

(k) In respect to shares held by tenants in common, joint tenants, or tenants by the entirety:

(1) If less than the entire number of cotenants be present at the meeting, in person or by proxy, the cotenant thus attending or represented at the meeting, provided they act unanimously if more than one (1), may vote in person or by proxy all shares held in cotenancy.

(2) If the votes of all cotenants present at the meeting in person or by proxy, whether they are all of the cotenants or less than all, are not cast unanimously, each cotenant present or his or her proxy shall vote a number of votes determined by dividing the number of shares held in cotenancy by the number of cotenants unless in the case of a tenancy in common, written evidence is produced which shows that the shares are owned in different proportions.

(l) The right of every shareholder, whether a sole owner, cotenant, fiduciary, or cofiduciary, to consent to corporate action shall be coextensive with his or her right to vote.

(m) On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instructions and authority to pay the redemption price to the holders upon surrender of certificates therefor, the shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.


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