06 28 BYLAWS (SHORT FORM)

• Jurisdiction: Arkansas
• Library: Arkansas Form Book - Complete (2023 Ed.)

06-28 BYLAWS (SHORT FORM)

BYLAWS OF [CORPORATE NAME]

ARTICLE I STOCK

1. Certificates. Certificates of stock shall be issued to each holder of fully paid stock in numerical order. Each certificate shall be signed by the President and attested by the Secretary. A record of each certificate shall be kept in the Corporation's records.

2. Form. The form of the certificate to represent stock ownership in the Corporation shall be fixed, and may be changed from time to time, by the board of directors. Each certificate must state on its face the following information:

A. Name of issuing corporation;
B. A statement that the corporation is organized under Arkansas law;
C. Name of person to whom shares are issued;
D. Number and class of shares (and designation of series (if any)), that the certificate represents;
E. Statement of par value of such shares; and
F. Instruction required by Ark. Code Ann. § 4-27-625(c), if applicable.

3. Transfer. Shares of the Corporation shall be transferred on its books only upon the surrender to the Corporation of the share certificates duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer. In that event, the surrendered certificates shall be canceled, new certificates issued to the person entitled to them, and the transaction recorded on the books of the Corporation.

4. Lost Certificates. The board of directors shall direct a new certificate to be issued in place of a certificate alleged to have been destroyed or lost if the owner makes an affidavit that it is destroyed or lost, but the board in its discretion may, as a condition precedent to issuing the new certificate, require the owner to give the Corporation a bond or security acceptable to the board as indemnity against any claim that may be made against the corporation on the certificate allegedly destroyed or lost.

[NOTE: Ark. Code Ann. § 4-27-626 allows the board of directors, unless restricted by the articles of incorporation or bylaws, to authorize and issue some or all of a corporation's shares without certificates. Although not recommended by the authors, if such alternative is considered or chosen, the following provision should be included in the bylaws:

5. Shares Without Certificates. Some or all of the Corporation's shares may be issued without certificates upon authorization of the board of directors. Such authorization and issue shall not affect shares already represented by certificates until such are surrendered to the corporation. Within a reasonable time of such issue, the corporation shall send the shareholders of shares without certificates the same information as set forth in paragraph 2, above, and paragraph 6, below. To the extent that the provisions of this paragraph 5 are implemented, the provisions of paragraphs 1, 2, 3 and 4 above will not apply to such shares without certificates.]

6. Restrictions on Transfer. The President and Secretary of the Corporation shall have authority on behalf of the Corporation to enter into any contract between the Corporation and any of its shareholders (a) imposing restrictions on the future transfer (whether inter vivos, by inheritance or testamentary gift), hypothecation or other disposition of its shares; (b) granting purchase options to the Corporation or its shareholders; or (c) requiring the Corporation or its shareholders to purchase such shares upon stated contingencies...