A.R.S. § 10-1520 — Arizona Code / Title 10 / Chapter 15 / Article 2 / Section 1520
10-1520 Withdrawal of foreign corporation
Status: in_force

10-1520. Withdrawal of foreign corporation

A. A foreign corporation authorized to transact business in this state shall not withdraw from this state until the commission files its application for withdrawal.

B. A foreign corporation authorized to transact business in this state may apply to surrender the authority by delivering an application to the commission for filing. The application shall set forth:

1. The name of the foreign corporation and the name of the state or country under whose law it is incorporated.

2. That it is not transacting business in this state and that it surrenders its authority to transact business in this state.

3. That the foreign corporation revokes the authority of its statutory agent to accept service on its behalf and appoints the commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state.

4. A mailing address to which the commission may mail a copy of any process served on the commission pursuant to its appointment as the foreign corporation's agent for service of process.

5. A commitment to notify the commission in the future of any change in the foreign corporation's mailing address.

C. The application for withdrawal is not considered complete until the commission has received a notice from the department of revenue to the effect that the tax levied under title 42, chapter 5, article 1 against the foreign corporation has been paid or until it is notified by the department of revenue that the applicant is not subject to the tax and further has received from the department of revenue its certificate issued pursuant to section 43-1151.

D. The application for withdrawal is not considered complete until all fees, penalties and costs required to be paid under this chapter have been paid.

E. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed in this chapter, the commission shall file the application in the manner provided in section 10-120. On the filing of the application for withdrawal, the authority of the foreign corporation to transact business in this state ceases.

F. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the application for withdrawal shall be published.  An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

G. After withdrawal of the foreign corporation is effective, service of process on the commission under this section is service on the foreign corporation.  On receipt of process, the commission shall mail a copy of the process to the foreign corporation at the most recent mailing address provided by the foreign corporation in the application or by notice to the commission.

H. Notwithstanding subsection D of this section, if an annual report becomes due on or after the first date on which an application for withdrawal is delivered to the commission for filing, the annual report requirement and penalty accrual prescribed in section 10-1622 are suspended for a period of six months after the first date on which the application for withdrawal is delivered to the commission for filing.  On the expiration of the six-month suspension, if the application for withdrawal is not approved for filing or if the authority of the corporation to transact business is revoked pursuant to section 10-1530, paragraph 10, all past due annual reports required by section 10-1622, together with fees and any applicable penalties, are owed as if the suspension never occurred.
A.R.S. § 10-3727 — Arizona Code / Title 10 / Chapter 30 / Article 2 / Section 3727
10-3727 Corporation's acceptance of votes
Status: in_force

10-3727. Corporation's acceptance of votes

A. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.

B. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:

1. The member is an entity and the name signed purports to be that of an officer or agent of the entity.

2. The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

3. The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

4. The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment.

5. Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.

C. The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

D. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

E. Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
A.R.S. § 10-2143 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2143
10-2143 Dissolution
Status: in_force

10-2143. Dissolution

A. A generation and transmission cooperative that has not commenced business may dissolve voluntarily by delivering to the corporation commission articles of dissolution, executed and acknowledged on behalf of the generation and transmission cooperative by a majority of the incorporators, which shall state:

1. The name of the generation and transmission cooperative.

2. The address of its principal office.

3. The date of its incorporation.

4. That the generation and transmission cooperative has not commenced business.

5. That the amount, if any, actually paid in on account of membership fees, less any part disbursed for necessary expenses, has been returned to those entitled and that all easements have been released to the grantors.

6. That no debt of the generation and transmission cooperative remains unpaid.

7. That a majority of the incorporators elect that the generation and transmission cooperative be dissolved. The articles of dissolution shall be submitted to the corporation commission for filing as provided in this article.

B. A generation and transmission cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner:

1. The proposition that the generation and transmission cooperative be dissolved must be submitted to the members of the generation and transmission cooperative at any meeting. The meeting notice shall state the proposition. The proposed voluntary dissolution is deemed to be approved on the affirmative vote of not less than two-thirds of those members acting through their voting delegates voting at the meeting.

2. On approval, a certificate of election to dissolve, designated the "certificate", shall be executed by the generation and transmission cooperative. The certificate shall be submitted to the corporation commission for filing as provided in this article and shall state:

(a) The name of the generation and transmission cooperative.

(b) The address of its principal office.

(c) The names and addresses of its directors.

(d) The total number of voting delegates of the generation and transmission cooperative and the number of voting delegates who voted for and against the voluntary dissolution of the generation and transmission cooperative.

3. On the filing of the certificate with the corporation commission, the generation and transmission cooperative shall cease to carry on its business except as is necessary for the winding up of business, but its corporate existence continues until articles of dissolution have been filed with the corporation commission.

4. After the filing of the certificate with the corporation commission, the board of directors shall immediately mail notice of the winding up of proceedings to each known creditor and claimant and publish notice once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the generation and transmission cooperative is located.

5. The board of directors has full power to wind up and settle the affairs of the cooperative and shall proceed to collect the debts owing to the generation and transmission cooperative, convey and dispose of its property and assets, pay, satisfy and discharge its debts, obligations and liabilities and do all other things required to liquidate its business and affairs and, after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets among its members without priority in proportion to the aggregate patronage of each member during the seven years next preceding the date of filing the certificate, or, if the generation and transmission cooperative was not in existence for such period, during the period of its existence.

6. When all debts, liabilities and obligations of the generation and transmission cooperative have been paid and discharged or adequate provision has been made for them, and all the remaining property and assets of the generation and transmission cooperative have been distributed to the members pursuant to this section, the board of directors shall authorize the execution of articles of dissolution. The articles of dissolution shall state:

(a) The name of the generation and transmission cooperative.

(b) The address of the principal office of the generation and transmission cooperative.

(c) That the generation and transmission cooperative has previously delivered to the corporation commission a certificate of election to dissolve and the date on which the certificate was filed by the corporation commission.

(d) That all debts, obligations and liabilities of the generation and transmission cooperative have been paid and discharged or that adequate provision has been made for them.

(e) That all the remaining property and assets of the generation and transmission cooperative have been distributed among the members in accordance with this section.

(f) That there are no actions or suits pending against the generation and transmission cooperative.

7. The articles of dissolution prepared pursuant to paragraph 6 of this subsection shall be delivered to the corporation commission for filing. Within sixty days after the corporation commission approves the filing, either of the following must occur:

(a) A copy of the articles of dissolution shall be published.  An affidavit evidencing the publication may be filed with the corporation commission.

(b) The corporation commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-11403 — Arizona Code / Title 10 / Chapter 37 / Article 1 / Section 11403
10-11403 Articles of dissolution
Status: in_force

10-11403. Articles of dissolution

A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission articles of dissolution setting forth all of the following:

1. The name of the corporation.

2. The date dissolution was authorized.

3. A statement that the dissolution was duly authorized by an act of the members or an act of the board of directors and, if applicable, with the approval required pursuant to section 10-11402.

B. A corporation is dissolved on the effective date of its articles of dissolution.

C. The articles of dissolution shall not be considered complete until all fees, penalties and costs required to be paid under this title have been paid.

D. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the articles of dissolution shall be published. An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

E. The articles of dissolution are not complete until the commission has received a notice from the department of revenue that the tax levied under title 42, chapter 5, article 1 against the corporation has been paid, or until the department of revenue notifies the commission that the corporation is not subject to the tax and the commission has received from the department of revenue a certificate issued by the department of revenue pursuant to section 43-1151.

F. Notwithstanding subsection C of this section, if an annual report becomes due on or after the first date on which the articles of dissolution are delivered to the commission for filing, the annual report requirement prescribed in section 10-11622 is suspended for a period of six months after the first date on which the articles of dissolution are delivered to the commission for filing. On the expiration of the six-month suspension, if the articles of dissolution are not approved for filing or if the corporation is administratively dissolved pursuant to section 10-11420, paragraph 9, all past due annual reports required by section 10-11622, together with fees, are owed as if the suspension never occurred.
A.R.S. § 10-3150 — Arizona Code / Title 10 / Chapter 24 / Article 4 / Section 3150
10-3150 Private foundations; definition
Status: in_force

10-3150. Private foundations; definition

A. Except if otherwise determined by a court of competent jurisdiction or to the extent no longer required by the internal revenue code of 1986, a corporation that is a private foundation as defined in section 509(a) of the internal revenue code of 1986 shall:

1. Distribute such amounts for each taxable year at a time and in a manner that does not subject the corporation to tax under section 4942 of the code.

2. Not engage in any act of self-dealing as defined in section 4941(d) of the code.

3. Not retain any excess business holdings as defined in section 4943(c) of the code.

4. Not make any taxable expenditures as defined in section 4944 of the code.

5. Not make any taxable expenditures as defined in section 4945(d) of the code.

B. For the purposes of this section, "code" means the internal revenue code of 1986 as amended.
A.R.S. § 10-11905 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11905
10-11905 Execution of instruments
Status: in_force

10-11905. Execution of instruments

All deeds and other instruments in writing shall be made and signed in the name of the corporation sole in the capacity designated in the articles.
A.R.S. § 10-2213 — Arizona Code / Title 10 / Chapter 20 / Article 2 / Section 2213
10-2213 Rendering professional services; applicability
Status: in_force

10-2213. Rendering professional services; applicability

A. A domestic or foreign professional corporation may render professional services in this state only through individuals licensed in this state to render the services.

B. Subsection A of this section does not:

1. Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required or prohibit the professional corporation from employing that individual.

2. Prohibit a licensed individual from rendering professional services in an individual capacity although the licensed individual is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation or any other person or from being a shareholder, director, officer, employee or agent of more than one domestic or foreign professional corporation or other person.

3. Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this state if not prohibited by the licensing authority.

C. Nothing contained in this chapter alters the right of persons licensed to engage in the rendering of a professional service from rendering a professional service, and those persons may render a professional service, in any other business form or entity, including a corporation incorporated under a general law of this state other than this chapter, unless the use of the form or entity is expressly prohibited by the licensing law of this state applicable to the profession or by the licensing authority with jurisdiction over the profession.

D. This chapter does not apply to any persons in this state who before January 1, 1996 were permitted to render personal services or professional services by means of a corporation other than a professional corporation incorporated under chapter 3, article 1 of this title prior to January 1, 1996 or other business form or entity, or to any corporations other than professional corporations incorporated under chapter 3, article 1 of this title prior to January 1, 1996 or other business forms or entities organized by them unless an exempt corporation or other business form or entity elects professional corporation status pursuant to section 10-2210.
A.R.S. § 10-2145 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2145
10-2145 Fees
Status: in_force

10-2145. Fees

The corporation commission shall charge and collect the following nonrefundable fees:

1. Filing articles of incorporation, ten dollars.

2. Filing articles of amendment, ten dollars.

3. Filing statement of merger, interest exchange, conversion, domestication or division, ten dollars.

4. Filing certificate of election to dissolve, ten dollars.

5. Filing articles of dissolution, ten dollars.

6. Filing certificate of change of principal office, five dollars.
A.R.S. § 10-2442 — Arizona Code / Title 10 / Chapter 22 / Article 4 / Section 2442
10-2442 Availability of annual benefit report
Status: in_force

10-2442. Availability of annual benefit report

A. A benefit corporation shall send its annual benefit report to each shareholder:

1. Within one hundred twenty days following the end of the fiscal year of the benefit corporation.

2. At the same time the benefit corporation delivers any other annual report to its shareholders.

B. A benefit corporation shall post all of its benefit reports on the public portion of its internet website, if any, except that the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.

C. If a benefit corporation does not have an internet website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, except that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.

D. Concurrently with the delivery of the benefit report to shareholders under subsection A of this section, the benefit corporation shall deliver a copy of the benefit report to the Arizona corporation commission for filing, except that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the Arizona corporation commission.
A.R.S. § 10-1022 — Arizona Code / Title 10 / Chapter 10 / Article 2 / Section 1022
10-1022 Bylaw increasing quorum or voting requirement for directors
Status: repealed

10-1022. Bylaw increasing quorum or voting requirement for directors

A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows:

1. If originally adopted by the shareholders, only by the shareholders.

2. If originally adopted by the board of directors, either by the shareholders or by the board of directors.

B. A bylaw that is adopted or amended by the shareholders and that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

C. Action by the board of directors under subsection A, paragraph 2 to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and shall be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
A.R.S. § 10-1602 — Arizona Code / Title 10 / Chapter 16 / Article 1 / Section 1602
10-1602 Inspection of records by shareholders
Status: in_force

10-1602. Inspection of records by shareholders

A. Any shareholder who has been a holder of record of shares or of a voting trust beneficial interest therefor at least six months immediately preceding its demand or will be the holder of record of or the holder of record of a voting trust beneficial interest for at least five per cent of all of the outstanding shares of a corporation is entitled to inspect and copy any of the records of the corporation described in section 10-1601, subsection E during regular business hours at the corporation's principal office, if the shareholder gives the corporation written notice of its demand as provided in section 10-141 at least five business days before the date on which it wishes to inspect and copy.

B. Any shareholder who has been a holder of record of shares or of a voting trust beneficial interest for at least six months immediately preceding its demand or will be the holder of record of or the holder of record of a voting trust beneficial interest for at least five per cent of all of the outstanding shares of a corporation is entitled to inspect and copy any of the following records of the corporation during regular business hours at a reasonable location specified by the corporation, if the shareholder meets the requirements of subsection C of this section and gives the corporation written notice of its demand as provided in section 10-141 at least five business days before the date on which it wishes to inspect and copy the following:

1. Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection A of this section.

2. Accounting records of the corporation.

3. The record of shareholders.

4. The corporation's most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations.

C. A shareholder may inspect and copy the records described in subsection B of this section only if all of the following conditions are met:

1. The shareholder's demand is made in good faith and for a proper purpose.

2. The shareholder describes with reasonable particularity its purpose and the records it desires to inspect.

3. The records are directly connected with the shareholder's purpose.

D. The right of inspection granted by this section shall not be abolished or limited by a corporation's articles of incorporation or bylaws.

E. This section does not affect:

1. The right of a shareholder to inspect records under section 10-720, or if the shareholder is in litigation with the corporation, to the same extent as any other litigant.

2. The power of a court, independently of chapters 1 through 17 of this title, to compel the production of corporate records for examination on proof by a shareholder or holder of a voting trust beneficial interest of proper purpose, irrespective of the period of time during which the shareholder or holder of a voting trust beneficial interest has been a shareholder of record or a holder of record of a voting trust beneficial interest and irrespective of the number of shares held by the shareholder or represented by a voting trust beneficial interest held by the shareholder.
A.R.S. § 10-1302 — Arizona Code / Title 10 / Chapter 13 / Article 1 / Section 1302
10-1302 Right to dissent; applicability
Status: in_force

10-1302. Right to dissent; applicability

A. A shareholder of a domestic corporation is entitled to dissent from and obtain payment of the fair value of the shareholder's shares in the event of any of the following corporate actions:

1. Consummation of a plan of merger to which the corporation is a party if either:

(a) Shareholder approval is required for the merger by section 10-1103 or the articles of incorporation and if the shareholder is entitled to vote on the merger.

(b) The corporation is a subsidiary that is merged with its parent under section 10-1104.

2. Consummation of a plan of interest exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan.

3. Consummation of a sale or exchange of all or substantially all of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to a court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale.

4. An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it either:

(a) Alters or abolishes a preferential right of the shares.

(b) Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares.

(c) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities.

(d) Excludes or limits the right of the shares to vote on any matter or to cumulate votes other than a limitation by dilution through issuance of shares or other securities with similar voting rights.

(e) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under section 10-604.

5. Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, the bylaws or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.

6.  An election of the shareholders pursuant to section 10-2404 to have benefit corporation status or an election of the shareholders pursuant to section 10-2405 to terminate status as a benefit corporation.

7. Consummation of a plan of domestication if the shareholder does not receive interests in the foreign domesticated entity that have terms as favorable to the shareholder in all material respects and that represent at least the same percentage interest of the total voting rights of the outstanding interests of the domesticated entity as the shares held by the shareholder before the domestication.

8. Consummation of a plan of conversion if the shareholder does not receive interests in the converted entity that have terms as favorable to the shareholder in all material respects and that represent at least the same percentage interest of the total voting rights of the outstanding interests of the converted entity as the shares held by the shareholder before the conversion.

9. Consummation of a plan of division if the shareholder does not receive interests in each resulting entity that have terms as favorable to the shareholder in all material respects and that represent at least the same percentage interest of the total voting rights of the outstanding interests of each resulting entity as the shares held by the shareholder before the division.

B. A shareholder entitled to dissent and obtain payment for his shares under this chapter may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.

C. This section does not apply to the holders of shares of any class or series if the shares of the class or series are redeemable securities issued by a registered investment company as defined pursuant to the investment company act of 1940 (15 United States Code section 80a-1 through 80a-64).

D. Unless the articles of incorporation of the corporation provide otherwise, this section does not apply to the holders of shares of a class or series if the shares of the class or series were registered on a national securities exchange, were listed on the national market systems of the national association of securities dealers automated quotation system or were held of record by at least two thousand shareholders on the date fixed to determine the shareholders entitled to vote on the proposed corporate action.
A.R.S. § 10-854 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 854
10-854 Court ordered indemnification
Status: in_force

10-854. Court ordered indemnification

Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification or advance for expenses if it determines either:

1. The director is entitled to mandatory indemnification under section 10-852, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court ordered indemnification.

2. The director is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, whether or not the director met the standard of conduct set forth in section 10-851 or was adjudged liable as described in section 10-851, subsection D, but if the director was adjudged liable under section 10-851, subsection D, indemnification is limited to reasonable expenses incurred.
A.R.S. § 10-820 — Arizona Code / Title 10 / Chapter 8 / Article 2 / Section 820
10-820 Meetings
Status: in_force

10-820. Meetings

A. The board of directors may hold regular or special meetings in or out of this state.

B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors 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.
A.R.S. § 10-3726 — Arizona Code / Title 10 / Chapter 30 / Article 2 / Section 3726
10-3726 Other methods of electing directors
Status: in_force

10-3726. Other methods of electing directors

A corporation may provide in its articles of incorporation or bylaws the process for election of directors by members or delegates by any of the following means:

1. On the basis of chapter or other organizational unit.

2. By region or other geographic unit.

3. By preferential voting.

4. By any other reasonable method.
A.R.S. § 10-3640 — Arizona Code / Title 10 / Chapter 29 / Article 5 / Section 3640
10-3640 Delegates
Status: in_force

10-3640. Delegates

A. A corporation may provide in its articles of incorporation or bylaws for delegates that have some or all of the authority of members.

B. The articles of incorporation or bylaws may set forth provisions relating to:

1. The characteristics, qualifications, rights, limitations and obligations of delegates including the delegates' selection and removal.

2. Calling, noticing, holding and conducting meetings of delegates.

3. Carrying on corporate activities during and between meetings of delegates.
A.R.S. § 10-1634 — Arizona Code / Title 10 / Chapter 16 / Article 3 / Section 1634
10-1634 Information disclosed by interrogatories
Status: in_force

10-1634. Information disclosed by interrogatories

Interrogatories propounded by the commission and the answers to the interrogatories shall not be open to public inspection and the commission shall not disclose any facts or information obtained from the interrogatories and answers except if its official duty requires the facts or information to be made public or if the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by this state.
A.R.S. § 10-11031 — Arizona Code / Title 10 / Chapter 33 / Article 3 / Section 11031
10-11031 Amendment terminating members or redeeming or canceling memberships
Status: in_force

10-11031. Amendment terminating members or redeeming or canceling memberships

A. Any amendment to the articles of incorporation or bylaws of a corporation that terminates all members or any class of members or redeems or cancels all memberships or any class of memberships shall be adopted in accordance with section 10-11002, 10-11003, 10-11020 or 10-11021, as applicable, and this section.

B. The members shall approve any amendment described in subsection A of this section by two-thirds of the votes cast by each class.

C. The provisions of section 10-3621 do not apply to any amendment described in subsection A of this section.
A.R.S. § 10-2404 — Arizona Code / Title 10 / Chapter 22 / Article 1 / Section 2404
10-2404 Election of benefit corporation status
Status: in_force

10-2404. Election of benefit corporation status

A. An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of section 10-202, a statement that the corporation is a benefit corporation.  In order to be effective, the amendment must be adopted by at least the supermajority status vote.

B. If an entity that is not a benefit corporation is a party to a merger or the acquired entity in a share exchange, and the surviving or acquired entity in the merger or share exchange is to be a benefit corporation, the plan of merger or share exchange must be adopted by at least the supermajority status vote.
A.R.S. § 10-403 — Arizona Code / Title 10 / Chapter 4 / Article 1 / Section 403
10-403 Registered name
Status: in_force

10-403. Registered name

A. A foreign corporation may register its corporate name or its corporate name with any addition required by section 10-1506, if the name is distinguishable on the records of the commission from the corporate names that are not available under section 10-401, subsection B.

B. A foreign corporation may register its corporate name or its corporate name with any addition required by section 10-1506 by delivering to the commission for filing an application both:

1. Setting forth its corporate name or its corporate name with any addition required by section 10-1506, the state or country of domicile and date of its incorporation and a brief description of the nature of the business in which it is engaged.

2. Accompanied by a certificate of existence or a similar document from the state or country of incorporation that has been issued within sixty days of delivering the application for filing with the commission.

C. The name is registered for the applicant's exclusive use on the effective date of the application.  The registration expires one year after the effective date of the application unless it is renewed pursuant to subsection D of this section.

D. A foreign corporation whose registration is effective may renew it for successive years by delivering to the commission for filing a renewal application that complies with the requirements of subsection B of this section. The renewal application when filed renews the registration for one year after the effective date of the renewal application.

E. A foreign corporation whose registration is effective may qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation incorporated under chapters 1 through 17 of this title or by another foreign corporation authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
A.R.S. § 10-720 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 720
10-720 Shareholders' list for meeting
Status: in_force

10-720. Shareholders' list for meeting

A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all of its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and shall show the address of and number of shares held by each shareholder.

B. The shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office, the office of the corporation's transfer agent if specified in the meeting notice or at another place identified in the meeting notice in the city where the meeting will be held. A shareholder, its agent or its attorney on written demand may inspect and, subject to the requirements of section 10-1602, subsection C, may copy the list, during regular business hours and at his expense, during the period it is available for inspection.

C. The corporation shall make the shareholders' list available at the meeting, and any shareholder, its agent or its attorney may inspect the list at any time during the meeting or any adjournment.

D. If the corporation refuses to allow a shareholder, its agent or its attorney to inspect the shareholders' list before or at the meeting or copy the list as permitted by subsection B of this section, the court in the county where a corporation's principal office, or, if none in this state, its known place of business, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

E. Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
A.R.S. § 10-3811 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3811
10-3811 Vacancy on board
Status: in_force

10-3811. Vacancy on board

A. Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections B and C of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, either:

1. The members, if any, may fill the vacancy.

2. The board of directors may fill the vacancy.

3. If the directors remaining in office constitute fewer than a quorum of the board of directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

B. Unless the articles of incorporation or bylaws provide otherwise, if the vacant office was held by a director elected by a class, chapter, region or other organizational or geographic unit or grouping, only members of the class, chapter, region, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members.

C. Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

D. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.

E. A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 10-3807, subsection B or otherwise may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

F. If at any time by reason of death or resignation or other cause a corporation has no directors in office, any officer or any member may call a special meeting of members.
A.R.S. § 10-3203 — Arizona Code / Title 10 / Chapter 25 / Article 1 / Section 3203
10-3203 Incorporation
Status: in_force

10-3203. Incorporation

A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are delivered to the commission for filing.

B. The commission's filing of the articles of incorporation and certificate of disclosure is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation pursuant to chapter 37 of this title.

C. Subject to section 10-3124, if the commission determines that the requirements of chapters 24 through 42 of this title for filing have not been met, the articles of incorporation and certificate of disclosure shall not be filed and the corporate existence terminates at the time the commission completes the determination. If the corporate existence is terminated pursuant to this subsection, sections 10-11404, 10-11405 and 10-11406 apply.

D. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the articles of incorporation shall be published.  An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-3130 — Arizona Code / Title 10 / Chapter 24 / Article 3 / Section 3130
10-3130 Powers
Status: in_force

10-3130. Powers

The commission has the power and authority reasonably necessary to enable it to administer this title efficiently and to perform the duties imposed on it by this title, including the power and authority to make rules and regulations for those purposes.
A.R.S. § 10-1635 — Arizona Code / Title 10 / Chapter 16 / Article 3 / Section 1635
10-1635 Certified copies received in evidence
Status: in_force

10-1635. Certified copies received in evidence

All copies of documents delivered to and filed by the commission in accordance with chapters 1 through 17 of this title when certified by it shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts stated in the documents. A certificate by the commission under seal as to the existence or nonexistence of the facts relating to corporations shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the existence or nonexistence of the facts stated in the certificate.
A.R.S. § 10-708 — Arizona Code / Title 10 / Chapter 7 / Article 1 / Section 708
10-708 Participation in shareholders' meetings; remote communication
Status: in_force

10-708. Participation in shareholders' meetings; remote communication

A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all shareholders to participate in an annual or special shareholders' meeting by or conduct the meeting through use of any means of remote communication. If the board of directors elects to permit participation by means of remote communication, the notice of the meeting shall specify how a shareholder may participate in the meeting by means of remote communication.  Participation may be limited by the board of directors to specified locations or means of communication.

B. Unless the articles of incorporation or bylaws provide otherwise, if authorized by the board of directors and subject to such guidelines and procedures as the board of directors may adopt, shareholders not physically present at a meeting of shareholders, by means of remote communication, may both:

1. Participate in a meeting of shareholders.

2. Be deemed present in person and vote at a meeting of shareholders, whether the meeting is to be held at a designated place or solely by means of remote communication if the corporation does all of the following:

(a) Implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder.

(b) Implements reasonable measures to provide shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders substantially concurrently with the proceedings. Participation may be through verbal, written or other suitable means of communication as described by this section.

(c) Maintains a record of the vote or other action if any shareholder votes or takes other action at the meeting by means of remote communication.

C. All votes of shareholders must be in writing, unless otherwise provided for in the articles of incorporation or bylaws.  If authorized by the articles of incorporation, bylaws or board of directors, the requirement of a writing may be satisfied by a vote submitted by electronic transmission if the electronic transmission is either set forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder.
A.R.S. § 10-1322 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1322
10-1322 Dissenters' notice
Status: in_force

10-1322. Dissenters' notice

A. If proposed corporate action creating dissenters' rights under section 10-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 10-1321.

B. The dissenters' notice shall be sent no later than ten days after the corporate action is taken and shall:

1. State where the payment demand must be sent and where and when certificates for certificated shares shall be deposited.

2. Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received.

3. Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and that requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date.

4. Set a date by which the corporation must receive the payment demand, which date shall be at least thirty but not more than sixty days after the date the notice provided by subsection A of this section is delivered.

5. Be accompanied by a copy of this article.
A.R.S. § 10-11621 — Arizona Code / Title 10 / Chapter 39 / Article 2 / Section 11621
10-11621 Report of indemnification to members
Status: in_force

10-11621. Report of indemnification to members

If a corporation indemnifies or advances expenses to a director under sections 10-3851 through 10-3854, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members. Failure to report under this section does not invalidate otherwise valid indemnification.
A.R.S. § 10-1877 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1877
10-1877 Powers; construction of instrument; binding effect of terms and conditions
Status: in_force

10-1877. Powers; construction of instrument; binding effect of terms and conditions

A. Subject to the provisions of section 10-1878, the powers and authority of any business trust authorized under this article to transact business in this state shall be as specified in the instrument by which it was created, as amended, which instrument shall be construed and interpreted in accordance with the law applicable to such business trust, provided that no business trust shall engage in any activity in this state which would violate the public policy of this state or engage in any business in this state which private corporations for profit organized under the laws of this state may not legally transact.

B. Subject to the limitations on power and authority as provided in subsection A of this section, any person dealing with a business trust authorized under this article to transact business in this state shall be bound by the terms and conditions of the instrument by which the business trust was created and by any amendments thereto which have been filed and recorded in compliance with section 10-1876.
A.R.S. § 10-620 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 620
10-620 Subscription for shares
Status: in_force

10-620. Subscription for shares

A. A subscription for shares entered into before incorporation is irrevocable by the subscriber for a period of six months from the date of the subscription agreement, unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocation.

B. The board of directors may determine the payment terms of subscriptions for shares, unless the subscription agreement specifies them. Any call made by the board of directors for payment on subscriptions shall be uniform as far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

C. Shares issued pursuant to subscriptions entered into before incorporation shall be fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

D. If a subscriber defaults in the payment of money or property when due under a subscription agreement, the corporation may collect the amount due in the same manner as any other debt. The subscription agreement may prescribe other penalties for failure to pay installments or calls that may become due, except that no penalty working a rescission or forfeiture of a subscription or of the amounts paid on a subscription may be declared as against any subscriber unless the subscriber fails to cure the default within twenty days after the corporation sends written notice of the default to the subscriber at his last known address. Subject to the foregoing, the board of directors may release, settle or compromise, on such terms and conditions as it deems appropriate, any subscription for shares or any dispute or action arising out of a subscription for shares, unless the subscription agreement provides otherwise.

E. A subscription for shares, whether entered into before or after incorporation, is not enforceable unless it is in writing and signed by the party to be charged or his agent.
A.R.S. § 10-3854 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3854
10-3854 Court ordered indemnification
Status: in_force

10-3854. Court ordered indemnification

Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification advances for expenses if it determines either:

1. The director is entitled to mandatory indemnification under section 10-3852, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court ordered indemnification.

2. The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 10-3851 or was adjudged liable as described in section 10-3851, subsection D, but if the director was adjudged liable under section 10-3851, subsection D, indemnification is limited to reasonable expenses incurred.
A.R.S. § 10-11501 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11501
10-11501 Authority to conduct affairs required
Status: in_force

10-11501. Authority to conduct affairs required

A. A foreign corporation shall not conduct affairs in this state until it is granted authority to transact business in this state as provided in this chapter from the commission.

B. The following activities, among others, do not constitute conducting affairs within the meaning of subsection A:

1. Maintaining, defending or settling any proceeding.

2. Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs.

3. Maintaining bank accounts.

4. Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities.

5. Selling through independent contractors.

6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.

7. Creating or acquiring indebtedness, mortgages and security interests in real or personal property.

8. Securing or collecting debts or enforcing mortgages and security interests in property securing the same.

9. Owning, without more, real or personal property.

10. Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature.

11. Conducting affairs in interstate commerce.

12. Being a limited partner of a limited partnership or a member of a limited liability company.

C. The list of activities in subsection B is not exhaustive.
A.R.S. § 10-2085 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2085
10-2085 Expanded use for broadband service; just compensation; notice; fees; definitions
Status: in_force

10-2085. Expanded use for broadband service; just compensation; notice; fees; definitions

A. For the purposes of providing broadband service, if a cooperative, directly or through its affiliate, expands the use of an existing easement or other property right that is owned, held or used by the cooperative to provide electricity or other services and the expanded use reduces the fair market value of the property over which the easement or other property right runs, the property owner is entitled to just compensation from the cooperative.

B. The property owner must commence an action in the superior court for just compensation based on diminution in value not later than eighteen months after the date that the cooperative provides notice to the property owner of the expanded use for broadband service.  If an action is not commenced within this time, the expanded use is deemed fully vested in the cooperative and its affiliate without the need to pay just compensation and the expanded use runs with the land.

C. Notice under subsection B of this section is effective if sent by first class mail to the last known address of the property owner, by a printed insertion in the property owner's electric bill or by other commonly used publication or communication channels employed by the cooperative.

D. In an action for just compensation based on a claim of expanded use for broadband service all of the following apply:

1. The court or jury shall ascertain and assess the diminution in value of the property based on the difference between the fair market value of the entire parcel immediately before the expanded use and the fair market value of the entire parcel immediately after the expanded use.

2. Evidence of revenues or profits derived from or the rental value of an assembled communications corridor is not admissible in determining fair market value.

3. On payment of just compensation, the expanded use for broadband service is deemed fully vested in the cooperative and its affiliate and the expanded use runs with the land.

E. A class action may not be maintained against a cooperative or its affiliate in any action for just compensation based on a claim of expanded use for broadband service.

F. Actions for just compensation as described in this section include trespass, inverse condemnation and other similar causes of action.

G. This section does not prohibit a cooperative or its affiliate from reaching an agreement with a property owner to waive a claim for just compensation related to expanded use for broadband service or from acquiring the right to use the property for broadband service by other lawful means.

H. If excavation is required to install fiber-optic cable or other underground facilities to provide broadband service, the cooperative or its affiliate shall provide written notice to the property owner of the expanded use for broadband service before excavation.  The cooperative or its affiliate shall send the notice by first class mail to the last known address of the property owner, by a printed insertion in the property owner's electric bill or by other commonly used publication or communication channels employed by the cooperative or its affiliate. A notice sent to a property owner entitled to notice under this subsection must include all of the following:

1. The name and mailing address of the cooperative or its affiliate.

2. The mailing address, telephone number and email address for a representative of the cooperative or its affiliate.

3. A summary statement describing the activities to be conducted during the excavation.

4. The approximate dates when the excavation will start and end.

I. The notice prescribed in subsection H of this section is not required before a cooperative's or its affiliate's use of an easement or other property right that includes an authorization for excavation for purposes of providing broadband service.  Failure to provide the notice prescribed in subsection H of this section:

1. Prohibits the cooperative or its affiliate from proceeding with an excavation until the notice is provided.

2. Does not invalidate or prevent the cooperative or its affiliate from expanding the use of the easement or property right as otherwise described in this section.

J. Any pole attachment agreement between a cooperative and an affiliate for broadband service pursuant to section 10-2057, subsection A, paragraph 17 that includes attachment to the cooperative's poles shall specifically require the pole attachment fees that are charged to any unaffiliated video service provider or any unaffiliated telecommunications provider to be equal to the pole attachment fees charged to the affiliate where the affiliate and video service provider or telecommunications provider are jointly attached to the same pole.

K. For the purposes of this section:

1. "Telecommunications provider" has the same meaning prescribed in section 9-1401 or 11-1901.

2. "Video service provider" has the same meaning prescribed in section 9-1401 or 11-1901.
A.R.S. § 10-1101 — Arizona Code / Title 10 / Chapter 11 / Article 1 / Section 1101
10-1101 Definitions
Status: in_force

10-1101. Definitions

A. In this article, unless the context otherwise requires:

1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.

2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division.

B. Except for terms defined in chapters 1 through 17 of this title or unless the context otherwise requires, terms used in this article have the same meanings prescribed in section 29-2102.
A.R.S. § 10-2023 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2023
10-2023 Inducing breach of contract; spreading false report; classification
Status: in_force

10-2023. Inducing breach of contract; spreading false report; classification

A person knowingly inducing any member of an association to breach his marketing contract with the association, or who knowingly spreads false reports concerning the finances or management thereof, is guilty of a class 2 misdemeanor, and is also liable to the injured association in a civil action in the sum of five hundred dollars.
A.R.S. § 10-2255 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2255
10-2255 Loans by members
Status: in_force

10-2255. Loans by members

A. Notwithstanding the provisions of any other law, the notes or other interest-bearing obligations of a corporation shall be legal investments for the members of the corporation, subject to the applicable loan limits of subsection B.

B. As required by its loan agreement, a member shall lend funds to the corporation as and when called upon by it to do so, but the total amount in which a corporation may be indebted to a member at any one time shall not exceed:

1. If a bank, two per cent of the total of the bank's capital stock, surplus, capital notes and capital debentures.

2. If a savings and loan association, one per cent of loans outstanding or two hundred fifty thousand dollars, whichever is the lesser.

C. All loan limits shall be established at the thousand dollars nearest to the amount computed on an actual basis. All calls of funds which members are committed to lend to a corporation shall be prorated by the corporation among the members in the same proportion that the lending commitment of each bears to the aggregate lending commitments of all members of the corporation. Upon six months' prior written notice to the corporation of its intention, a member may terminate its loan agreement and after the effective date of withdrawal, the member shall not be obligated to make any loan to the corporation, but shall remain a member so long as the corporation is indebted to it.

D. At no time shall the total obligations of a corporation exceed ten times the amount of its paid-in capital and surplus.
A.R.S. § 10-2433 — Arizona Code / Title 10 / Chapter 22 / Article 3 / Section 2433
10-2433 Right of action
Status: in_force

10-2433. Right of action

A. Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to either of the following:

1. The failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation.

2. The violation of an obligation, duty or standard of conduct under this chapter.

B. A benefit corporation is not liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

C. A benefit enforcement proceeding may be commenced or maintained only by either of the following:

1. Directly by the benefit corporation.

2. Derivatively in accordance with chapter 7, article 4 of this title by any of the following:

(a) A person or group of persons that owns beneficially or of record at least two per cent of the total number of shares of all classes and series outstanding at the time of the act or omission that is the subject of the complaint.

(b) A director.

(c) A person or group of persons that owns beneficially or of record five per cent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission that is the subject of the complaint.

(d) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.

D. For the purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
A.R.S. § 10-11604 — Arizona Code / Title 10 / Chapter 39 / Article 1 / Section 11604
10-11604 Court ordered inspection
Status: in_force

10-11604. Court ordered inspection

A. If a corporation does not allow a member who complies with section 10-11602, subsection A to inspect and copy any records required by that subsection to be available for inspection, the court in the county where the corporation's known place of business is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

B. If a corporation does not allow within a reasonable time a member to inspect and copy any other record, the member who complies with section 10-11602, subsections B and C may apply to the court in the county where the corporation's known place of business is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

C. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. The court may order a member to pay all or a portion of the corporation's costs, including reasonable attorney fees, if the demand to inspect is denied in whole or in material part.

D. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
A.R.S. § 10-11502 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11502
10-11502 Consequences of conducting affairs without authority
Status: in_force

10-11502. Consequences of conducting affairs without authority

A. A foreign corporation conducting affairs in this state without a grant of authority shall not be permitted to maintain a proceeding in any court in this state until it is authorized to transact business.

B. The successor to a foreign corporation that transacted business in this state without a grant of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains authority to transact business.

C. A court may stay a proceeding commenced by a foreign corporation, its successor or its assignee until it determines whether the foreign corporation, its successor or its assignee requires authority to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains authority to transact business in this state.

D. A foreign corporation that conducts affairs in this state without authority is liable to this state, for the years or portions of years during which it transacted business in this state without authority, in an amount equal to all fees that would have been imposed by chapters 24 through 40 of this title on the corporation if it had duly applied for and received authority to conduct business in this state as required by chapters 24 through 40 of this title and thereafter filed all reports required by chapters 24 through 40 of this title. In addition to all penalties imposed by chapters 24 through 40 of this title for failure to pay the fees, the corporation shall pay a penalty of up to one thousand dollars to this state for violating this section. The attorney general may bring proceedings to recover all amounts due this state under this section.

E. Notwithstanding subsections A and B of this section, the failure of a foreign corporation to obtain authority to transact business in this state does not impair the validity of its corporate acts or prevent it from defending any proceedings in this state.

F. The attorney general or any other person may bring and maintain an action to enjoin any foreign corporation from transacting business in this state without authority. On a foreign corporation obtaining authority, the action shall be dismissed, but the plaintiff shall recover its costs and reasonable attorney fees. A determination by a court of competent jurisdiction in this state that a party to the action is a foreign corporation that was required but failed to qualify as a foreign corporation under chapters 24 through 40 of this title is a prima facie evidence against the foreign corporation in any other action brought by or against it by any other person of the requirement to and failure to qualify.
A.R.S. § 10-3723 — Arizona Code / Title 10 / Chapter 30 / Article 2 / Section 3723
10-3723 Voting requirements
Status: in_force

10-3723. Voting requirements

Unless chapters 24 through 40 of this title provide otherwise, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, for which affirmative votes also constitute a majority of the required quorum, is the act of the members.
A.R.S. § 10-2123 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2123
10-2123 Incorporators
Status: in_force

10-2123. Incorporators

Two or more electric utilities or persons that fulfill the requirements for being a member may organize a generation and transmission cooperative as provided in this article.
A.R.S. § 10-744 — Arizona Code / Title 10 / Chapter 7 / Article 4 / Section 744
10-744 Dismissal
Status: in_force

10-744. Dismissal

A. A derivative proceeding may be dismissed by the court on motion by the corporation on any legal grounds including the group specified in subsection B has determined in good faith after conducting a reasonable inquiry on which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.

B. The court may appoint a panel of one or more independent persons on motion by the corporation to determine whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving by clear and convincing evidence that the requirements of subsection A have not been met. A person appointed by the court is not liable whatsoever for a determination made pursuant to this section.
A.R.S. § 10-3120 — Arizona Code / Title 10 / Chapter 24 / Article 2 / Section 3120
10-3120 Filing requirements
Status: in_force

10-3120. Filing requirements

A. In order to qualify for filing by the commission, a document shall satisfy the requirements of this section and any other section of chapters 24 through 42 of this title that adds to or varies these requirements.

B. Chapters 24 through 42 of this title require or permit filing of the document in the office of the commission.

C. The document shall contain the information required by chapters 24 through 42 of this title. It may contain other information.

D. The document shall be typewritten or printed and shall be legible and capable of microfilm or other process reduction and subsequent reproduction as determined by the commission.

E. The document and any exhibits to the document shall be in the English language or accompanied by an English translation certified as accurate by or on behalf of the person causing the document to be delivered for filing.

F. The document shall be executed:

1. By the presiding officer or its board of directors of a domestic or foreign corporation, its president or by another of its officers.

2. If directors have not been selected or the corporation has not been formed, by an incorporator.

3. If the corporation is in the hands of a receiver, trustee or other court appointed fiduciary, by that fiduciary.

G. The document shall state the name of each person who signs it and the capacity in which each person signs. The document may but need not contain:

1. The corporate seal.

2. An attestation by the secretary or an assistant secretary.

3. An acknowledgment, verification or proof.

H. If the commission has prescribed a mandatory form for the document under section 10-3121, the document shall be in or on the prescribed form.

I. Except as provided in subsection J of this section and sections 10-3503 and 10-11509, the document shall be delivered to the office of the commission for filing and shall be accompanied by the correct fee and any other payment or penalty required by chapters 24 through 42 of this title or other law.

J. Notwithstanding subsection I of this section:

1. A person may deliver by means of a fax or electronic transmission a document that is required or permitted by chapters 24 through 42 of this title to be delivered to the commission for filing. The person shall retain the original document for at least twelve months in the books and records of the corporation or of the person making the delivery for filing, if the delivery is not made on behalf of the corporation, and the person shall make the original documents available for inspection and copying by the commission on reasonable notice.

2. A document that is reproduced at a fax machine or through an electronic transmission at the commission is deemed delivered to the commission:

(a) On the date of the reproduction if reproduced on or before 5:00 p.m. mountain standard time and if the day is a business day of the commission.

(b) On the next succeeding business day if reproduced after 5:00 p.m. mountain standard time and if the day is a business day of the commission.

3. On the request of the person transmitting the document, the commission shall confirm by fax or electronic transmission or other writing the receipt of the document.

4. A person shall pay and deliver to the commission any fee or penalty imposed by this title with respect to delivery of a document to the commission for filing in the manner as the commission determines.

5. If the commission determines that the legality of the document reproduced by means of a fax or electronic transmission is not sufficient, the commission may require that either:

(a) The document be delivered to the commission by means of an additional fax or electronic transmission.

(b) An original document be delivered to the commission by means other than a fax or electronic transmission.

6. The commission shall not file a document if any required amount is not paid as provided in paragraph 4 of this subsection or if any required additional counterpart is not delivered as provided in paragraph 5 of this subsection.

7. A reproduced document delivered under this subsection is deemed to satisfy any requirement in chapters 24 through 42 of this title for delivery of an original and one or more copies of the document. A document subject to this paragraph is deemed to have been delivered on the date on which it was delivered as provided in paragraph 2 of this subsection only if the first reproduction at a minimum permits identification of the corporation to which the document pertains and of the general nature of the document and the commission subsequently determines that paragraphs 4 and 5 of this subsection and any other requirements of chapters 24 through  42 of this title regarding the document have been satisfied.

8. The commission may prescribe the format of an electronic document delivered to the commission pursuant to this subsection.
A.R.S. § 10-11805 — Arizona Code / Title 10 / Chapter 41 / Article 1 / Section 11805
10-11805 Release or modification of restrictions on management, investment or purpose
Status: in_force

10-11805. Release or modification of restrictions on management, investment or purpose

A. If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund.  A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution.

B. On application of an institution, the court may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund.  The institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard.  To the extent practicable, any modification shall be made in accordance with the donor's probable intention.

C. If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve or wasteful, on application of an institution, the court may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument.  The institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard.

D. If an institution determines that a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund is unlawful, impracticable, impossible to achieve or wasteful, the institution, after sixty days after notification to the attorney general, may release or modify the restriction, in whole or part, if all of the following apply:

1. The institutional fund subject to the restriction has a total value of less than fifty thousand dollars.

2. More than twenty years have elapsed since the fund was established.

3. The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.
A.R.S. § 10-705 — Arizona Code / Title 10 / Chapter 7 / Article 1 / Section 705
10-705 Notice of meeting
Status: in_force

10-705. Notice of meeting

A. A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting at least ten but not more than sixty days before the meeting date. Unless chapters 1 through 17 of this title or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

B. Unless chapters 1 through 17 of this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

C. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

D. If not otherwise fixed under section 10-703 or 10-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the effective date of the first notice to shareholders.

E. Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for the adjourned meeting is or must be fixed under section 10-707, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.
A.R.S. § 10-1841 — Arizona Code / Title 10 / Chapter 18 / Article 2 / Section 1841
10-1841 Claim for unclaimed shares or dividends
Status: in_force

10-1841. Claim for unclaimed shares or dividends

A. A person who is the owner, or the heir, devisee, successor or assign of the owner, of monies or securities acquired by the state pursuant to article XI, section 8, Constitution of Arizona, as unclaimed shares or dividends of a corporation, may file a verified claim for them with the department of administration alleging the nature of the claim and praying that the monies or shares be paid or delivered to him.

B. Claims for monies or securities acquired before June 16, 1941 shall be filed within ten years after that date. Claims for monies or securities thereafter acquired shall be filed within twenty years after the date of acquisition.

C. A claim filed under the provisions of this section shall be accompanied by the certificate of stock upon which it is based, together with a statement signed and sworn to by the person having lawful custody of the books of the corporation, stating that the claimant, or his predecessor in interest, appears on the books as the rightful owner of the stock. If the claimant is the heir, devisee, successor or assign of the owner shown on the books of the corporation, he shall also make satisfactory proof of his claim of ownership.
A.R.S. § 10-2233 — Arizona Code / Title 10 / Chapter 20 / Article 4 / Section 2233
10-2233 Privileged communications
Status: in_force

10-2233. Privileged communications

Nothing in this chapter shall be construed to alter any privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under any applicable law. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
A.R.S. § 10-2002 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2002
10-2002 Law governing associations
Status: in_force

10-2002. Law governing associations

Any law in conflict with this article shall not apply to the associations organized hereunder, but general corporation laws shall apply to the associations except when they conflict or are inconsistent with the express provisions of this article.
A.R.S. § 10-2721 — Arizona Code / Title 10 / Chapter 23 / Article 2 / Section 2721
10-2721 Control share acquisitions; exemption from article
Status: in_force

10-2721. Control share acquisitions; exemption from article

A. This article does not apply to a control share acquisition if any of the following applies:

1. The articles of incorporation or bylaws of the issuing public corporation contain a provision adopted before it became an issuing public corporation and not subsequently amended expressly electing not to be subject to this article.

2. An amendment to the articles of incorporation or bylaws of the issuing public corporation is approved by the shareholders which hold a majority of the outstanding voting power of all shares, excluding shares beneficially owned by interested shareholders and their affiliates and associates, expressly electing not to be subject to this article and the amendment provides that it does not apply to any control share acquisition made on or before the effective date of the amendment to the articles of incorporation or bylaws.

3. The control share acquisition was consummated before, or a binding agreement to make the control share acquisition was entered into before, July 23, 1987.

4. The control share acquisition was inadvertent and the acquiring person, as soon as practicable, divests itself of a sufficient amount of the shares so that it no longer is the beneficial owner, directly or indirectly, of shares within the range specified in section 10-2722, subsection A that resulted in the control share acquisition.

5. The corporation, by action of its board of directors, adopts an amendment to its bylaws within forty-five days of the effective date of this section expressly electing not to be governed by this article.

B. An amendment to the bylaws adopted pursuant to subsection A, paragraph 2 of this section shall not be further amended by the board of directors without the approval of the shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by interested shareholders and their affiliates and associates.

C. An amendment to the bylaws adopted pursuant to subsection A, paragraph 5 shall not be further amended by the board of directors without the approval of shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by interested shareholders and their affiliates and associates.
A.R.S. § 10-2077 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2077
10-2077 Dissolution
Status: in_force

10-2077. Dissolution

A. A cooperative that has not commenced business may be dissolved by delivering to the corporation commission articles of dissolution, which shall be executed by the cooperative and which shall state:

1. The name of the cooperative.

2. The address of its principal office.

3. That the cooperative has not commenced business.

4. That any monies received by the cooperative, less any part disbursed for expenses of the cooperative, have been returned or paid to those entitled to the monies.

5. That no debt of the cooperative is unpaid.

6. That a majority of the incorporators elect that the cooperative be dissolved.

B. A cooperative that has commenced business may be dissolved in the following manner:

1. The proposition to dissolve shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth the proposition.

2. The members at the meeting shall approve, by the affirmative vote of not less than a majority of all members of the cooperative, the proposition that the cooperative be dissolved.

3. On approval, a certificate of election to dissolve, designated in this subsection as the "certificate", shall be executed by the cooperative.

4. The certificate shall state:

(a) The name of the cooperative.

(b) The address of its principal office.

(c) That the members of the cooperative have duly voted that the cooperative be dissolved.

5. The certificate shall be submitted to the corporation commission for filing.

6. On filing the certificate with the corporation commission the cooperative shall cease to carry on its business except to the extent necessary for winding up, but its corporate existence shall continue until articles of dissolution have been filed with the corporation commission.

7. The board of directors shall immediately cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative, and such notice shall be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located.

8. The board of directors shall wind up and settle the affairs of the cooperative, collect monies owing to it, liquidate its property and assets, pay and discharge its debts, obligations and liabilities, other than those to patrons arising by reason of their patronage, and do all other things required to wind up its business. After paying or discharging or adequately providing for the payment or discharge of all its debts, obligations and liabilities, other than those to patrons arising by reason of their patronage, the board of directors shall distribute any remaining sums, first to patrons for the pro rata return of all amounts standing to their credit by reason of their patronage, and second to members for the pro rata repayment of membership fees. Any sums then remaining shall be distributed among its members and former members in proportion to their patronage.

9. The board of directors shall thereupon authorize the execution of articles of dissolution, which shall be executed by the cooperative.

10. The articles of dissolution shall recite that they are executed pursuant to this article and shall state:

(a) The name of the cooperative.

(b) The address of its principal office.

(c) The date on which the certificate of election to dissolve was filed by the corporation commission.

(d) That there are no actions or suits pending against the cooperative.

(e) That all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made for payment and discharge.

(f) That the preceding provisions of this subsection have been duly complied with.

11. The articles of dissolution prepared pursuant to paragraph 10 of this subsection shall be delivered to the corporation commission for filing. Within sixty days after the corporation commission approves the filing, either of the following must occur:

(a) A copy of the articles of dissolution shall be published.  An affidavit evidencing the publication may be filed with the corporation commission.

(b) The corporation commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-724 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 724
10-724 Corporation's acceptance of votes
Status: in_force

10-724. Corporation's acceptance of votes

A. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.

B. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if:

1. The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

2. The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

3. The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

4. The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment.

5. Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all of the co-owners.

C. The corporation is entitled to reject any vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

D. The corporation and its officer or its agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

E. Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
A.R.S. § 10-1325 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1325
10-1325 Payment
Status: in_force

10-1325. Payment

A. Except as provided in section 10-1327, as soon as the proposed corporate action is taken, or if such action is taken without a shareholder vote, on receipt of a payment demand, the corporation shall pay each dissenter who complied with section 10-1323 the amount the corporation estimates to be the fair value of the dissenter's shares plus accrued interest.

B. The payment shall be accompanied by all of the following:

1. The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year and the latest available interim financial statements, if any.

2. A statement of the corporation's estimate of the fair value of the shares.

3. An explanation of how the interest was calculated.

4. A statement of the dissenter's right to demand payment under section 10-1328.

5. A copy of this article.
A.R.S. § 10-2705 — Arizona Code / Title 10 / Chapter 23 / Article 1 / Section 2705
10-2705 Compensation agreements
Status: in_force

10-2705. Compensation agreements

During any tender offer or request or invitation for tenders of any class or series of shares of an issuing public corporation, other than an offer, request or invitation by the issuing public corporation, the issuing public corporation shall not enter into or amend, directly or indirectly, agreements containing provisions, whether or not dependent on the occurrence of any event or contingency, that increase, directly or indirectly, the current or future compensation of any officer or director of the issuing public corporation. This section does not prohibit routine increases in compensation or other routine compensation agreements undertaken in the ordinary course of the issuing public corporation's business.
A.R.S. § 10-11402 — Arizona Code / Title 10 / Chapter 37 / Article 1 / Section 11402
10-11402 Dissolution by directors and third persons
Status: in_force

10-11402. Dissolution by directors and third persons

A. If the members of the corporation are entitled to vote on dissolution, a corporation's board of directors may propose dissolution for submission to the members.

B. For a proposal to dissolve to be adopted all of the following shall have occurred:

1. The board of directors shall recommend dissolution to the members, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members.

2. The members entitled to vote shall approve the proposal to dissolve as provided in subsection E or F of this section.

3. Each person whose approval is required by the articles of incorporation for dissolution shall approve the plan in writing.

C. The board of directors may condition its submission of the proposal for dissolution on any basis.

D. The corporation shall notify each member of the proposed membership meeting in accordance with section 10-3705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation and shall contain or be accompanied by a copy or summary of the plan of dissolution.

E. Unless the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or voting by class, in order to adopt the proposal to dissolve a majority of the votes cast or a majority of the voting power, whichever is less, shall approve the proposal to dissolve.

F. If the board of directors submits the dissolution for member action by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

G. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
A.R.S. § 10-2722 — Arizona Code / Title 10 / Chapter 23 / Article 2 / Section 2722
10-2722 Information statement
Status: in_force

10-2722. Information statement

A. Not later than ten days after a control share acquisition, the acquiring person shall deliver to the issuing public corporation at its principal executive office an information statement containing all of the following:

1. The identity of the acquiring person, including the identity of each member of any partnership, syndicate or other group constituting the acquiring person and the identity of each affiliate and associate of the acquiring person, including the identity of each affiliate and associate of each member of such partnership, syndicate or other group.

2. A reference that the information statement is made under this section.

3. The number and class or series of shares of the issuing public corporation beneficially owned, directly or indirectly, before the control share acquisition by each of the persons identified pursuant to paragraph 1.

4. The number and class or series of shares of the issuing public corporation acquired or proposed to be acquired pursuant to the control share acquisition by each of the persons identified pursuant to paragraph 1 and specification of which of the following ranges of voting power in the election of directors that, except for this section, the acquiring person in good faith believes resulted or would result from consummation of the control share acquisition:

(a) At least twenty per cent but less than thirty-three and one-third per cent.

(b) At least thirty-three and one-third per cent but less than or equal to fifty per cent.

(c) Over fifty per cent.

5. The terms of the control share acquisition or proposed control share acquisition, including the source of monies or other consideration and the material terms of the financial arrangements for the control share acquisition, plans or proposals of the acquiring person, including plans or proposals under consideration, to liquidate or dissolve the issuing public corporation, to sell all or a substantial part of its assets or merge or consolidate it or exchange its shares with any other person, to change the location of its principal place of business or its principal executive office or of a material portion of its business activities, to change materially its management or policies of employment, to change materially its charitable or community contributions or its policies, programs or practices relating thereto, to change materially its relationship with suppliers or customers or the communities in which it operates or to make any other material change in its business, corporate structure, management or personnel and such other objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the control share acquisition.

B. If any material change occurs in the facts set forth in the information statement, including any material increase or decrease in the number of shares of the issuing public corporation acquired or proposed to be acquired by the persons identified pursuant to subsection A, paragraph 1, the acquiring person shall promptly deliver to the issuing public corporation at its principal executive office an amendment to the information statement containing information relating to such material change. An increase or decrease or proposed increase or decrease equal, in the aggregate for all persons identified pursuant to subsection A, paragraph 1, to one per cent or more of the total number of outstanding shares of any class or series of the issuing public corporation is deemed material for purposes of this subsection. An increase or decrease or proposed increase or decrease of less than this amount may be material, depending on the facts and circumstances.
A.R.S. § 10-2124 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2124
10-2124 Use of name
Status: in_force

10-2124. Use of name

A. The name of a generation and transmission cooperative shall include the word "cooperative" and the abbreviation "inc.", unless, in a statement executed by the cooperative and filed with the corporation commission, it appears that the generation and transmission cooperative desires to transact business in another state and would be precluded from doing so by reason of including these words in its name.

B. The name of the generation and transmission cooperative must be distinguishable from the name of any other cooperative or corporation organized under the laws of or authorized to do business in this state.  Only a generation and transmission cooperative doing business in this state pursuant to this article may use all of the words "electric", "power" and "cooperative" in its name.
A.R.S. § 10-2231 — Arizona Code / Title 10 / Chapter 20 / Article 4 / Section 2231
10-2231 Voting of shares
Status: in_force

10-2231. Voting of shares

A. Only a qualified person may be appointed a proxy to vote any voting shares of a professional corporation.

B. A voting trust with respect to voting shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. If a trustee or beneficiary who is a qualified person dies or dissolves and the person to whom the trusteeship or beneficial interest is to devolve is not a person to whom section 10-2222 would permit the shares held by the trust to be transferred or a trustee or beneficiary becomes disqualified, a voting trust valid under this subsection continues to be valid for ten months after the date of death or for five months after the disqualification occurred.
A.R.S. § 10-2009 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2009
10-2009 Membership certificates; voting; liability
Status: in_force

10-2009. Membership certificates; voting; liability

If a member of an association established without capital stock has paid his membership fee, he may receive a certificate of membership. Members are not liable for debts of the association above the sum remaining unpaid on their membership fees. No member is entitled to more than one vote unless the bylaws provide otherwise. In no event is a member allowed to have more than five votes which are based on actual patronage, and a member is not allowed more than one vote because of the amount of membership capital he may own.
A.R.S. § 10-1105 — Arizona Code / Title 10 / Chapter 11 / Article 1 / Section 1105
10-1105 Statement of merger or interest exchange; publication or posting
Status: in_force

10-1105. Statement of merger or interest exchange; publication or posting

Within sixty days after the commission approves the filing of a statement of merger or statement of interest exchange, either of the following must occur:

1. A copy of the statement of merger or statement of interest exchange shall be published.  An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-2223 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2223
10-2223 Compulsory acquisition of shares after death, dissolution or disqualification of shareholder
Status: in_force

10-2223. Compulsory acquisition of shares after death, dissolution or disqualification of shareholder

A. Except as provided in subsection C of this section, and unless the shares are otherwise acquired by a qualified person within the applicable time period specified in section 10-2227, a professional corporation shall acquire the voting shares of its shareholder within the applicable time period if any of the following occurs:

1. The shareholder dies or dissolves and any person to whom the shares are to devolve is not a person to whom section 10-2222 permits the shares to be transferred.

2. The shareholder becomes a disqualified person.

B. The price shall be as follows:

1. If a price for the shares is fixed in accordance with the articles of incorporation or bylaws or by private agreement, that price controls and sections 10-2224, 10-2225 and 10-2226 are inapplicable.

2. If a price is not fixed, in accordance with the articles of incorporation or bylaws or by private agreement, the corporation shall offer to acquire the shares in accordance with section 10-2224, and if the disqualified shareholder rejects the corporation's purchase offer, either the shareholder or the corporation may commence a proceeding under section 10-2225 to determine the fair value of the shares.

C. This section does not require the acquisition of shares if the disqualification of the shareholder or the transferee lasts no more than five months from the date the disqualification or transfer occurs.

D. This section and section 10-2224 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.

E. A provision for the acquisition of shares contained in a professional corporation's articles of incorporation or bylaws or in a private agreement is specifically enforceable.
A.R.S. § 10-1431 — Arizona Code / Title 10 / Chapter 14 / Article 3 / Section 1431
10-1431 Procedure for judicial dissolution or equitable relief
Status: in_force

10-1431. Procedure for judicial dissolution or equitable relief

A. Venue for a proceeding by the attorney general to dissolve a corporation or for a proceeding brought by any other party named in section 10-1430 is in the county where a corporation's known place of business is or was last located.

B. It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them personally.

C. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver with all of the powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.
A.R.S. § 10-11440 — Arizona Code / Title 10 / Chapter 37 / Article 4 / Section 11440
10-11440 Deposit with department of revenue
Status: in_force

10-11440. Deposit with department of revenue

A. Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them and does not have a legal representative who is legally competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the unclaimed property division of the department of revenue for safekeeping.

B. Notwithstanding subsection A, in the discretion of the unclaimed property division of the department of revenue property may be received and held in kind.

C. If the creditor, claimant, member or legal representative who is legally competent to receive the distributive portion furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the unclaimed property division of the department of revenue shall pay the creditor, member or legal representative that amount or property.
A.R.S. § 10-3401 — Arizona Code / Title 10 / Chapter 27 / Article 1 / Section 3401
10-3401 Corporate name
Status: reserved

10-3401. Corporate name

A. A corporate name shall not contain language that states or implies that the corporation is organized for a purpose other than the purpose allowed by section 10-3301 and in its articles of incorporation.

B. Except as authorized by subsections C and D of this section, a corporate name must be distinguishable from all of the following:

1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to conduct affairs in this state.

2. A corporate name reserved under section 10-402 or 10-3402 or registered under section 10-403 or 10-3403.

3. A fictitious name of a foreign corporation under section 10-1506 or 10-11506.

4. The corporate name of a business corporation incorporated under this title or a foreign business corporation authorized to transact business in this state.

5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.

6. The name of a limited liability company organized under title 29 or a foreign limited liability company authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

8. The name of a registered limited liability partnership registered under title 29, chapter 5, article 10 or a foreign registered limited liability partnership authorized to transact business in this state.

C. A corporation may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section.  The commission shall authorize use of the name applied for if either:

1. The other corporation consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying corporation.

2. The applicant delivers to the commission a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

D. A corporation may use the name, including a fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business or conduct affairs in this state and the proposed user corporation either has:

1. Merged with the other corporation.

2. Been formed by reorganization of the other corporation.

3. Acquired all or substantially all of the assets, including the corporate name, of the other corporation.

E. Chapters 24 through 42 of this title do not control the use of fictitious names.
A.R.S. § 10-2008 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2008
10-2008 Eligibility for membership
Status: in_force

10-2008. Eligibility for membership

Under the terms and conditions prescribed in its bylaws, an association may admit as members persons engaged in production of the products or services to be handled by or through the association, including lessees and tenants of land used for production of such products, lessors and landlords who receive as rent part of the crop raised or products created on the leased premises and persons or corporations regularly engaged in financing such production of commodities.
A.R.S. § 10-842 — Arizona Code / Title 10 / Chapter 8 / Article 4 / Section 842
10-842 Standards of conduct for officers
Status: in_force

10-842. Standards of conduct for officers

A. If an officer has discretionary authority with respect to any duties, an officer's duties shall be discharged under that authority:

1. In good faith.

2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

3. In a manner the officer reasonably believes to be in the best interests of the corporation.

B. In discharging duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by either:

1. One or more directors, officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.

2. Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

C. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B of this section unwarranted.
A.R.S. § 10-11432 — Arizona Code / Title 10 / Chapter 37 / Article 3 / Section 11432
10-11432 Receivership
Status: in_force

10-11432. Receivership

A. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate or manage the affairs of the corporation. After notifying all parties to the proceeding and any interested persons designated by the court, the court shall hold a hearing before appointing a receiver. The court appointing a receiver has exclusive jurisdiction over the corporation and all of its property wherever located.

B. The court may appoint an individual or a domestic or foreign business or nonprofit corporation authorized to transact business in this state as a receiver. The court may require the receiver to post bond, with or without sureties in an amount the court directs.

C. The court shall describe the powers and duties of the receiver in its appointing order, which may be amended from time to time. Among other powers, the receiver may exercise all of the powers of the corporation, through or in place of its board of directors, executive committee or officers, to the extent necessary to carry on the ordinary and necessary activities of the corporation and to manage the affairs of the corporation in the best interests of its members and creditors.

D. The court from time to time during the receivership may order compensation paid and expense disbursements or reimbursements made to the receiver and its counsel from the assets of the corporation or proceeds from the sale of the assets.

E. A receiver of a corporation may sue and defend in all courts in his own name as receiver of such corporation.
A.R.S. § 10-1405 — Arizona Code / Title 10 / Chapter 14 / Article 1 / Section 1405
10-1405 Effect of dissolution
Status: in_force

10-1405. Effect of dissolution

A. A dissolved corporation continues its corporate existence but shall not carry on any business except that business appropriate to wind up and liquidate its business and affairs, including:

1. Collecting its assets.

2. Disposing of its properties that will not be distributed in kind to its shareholders.

3. Discharging or making provisions for discharging its liabilities.

4. Distributing its remaining property among its shareholders according to their interests.

5. Doing every other act necessary to wind up and liquidate its business and affairs.

B. Dissolution of a corporation does not:

1. Transfer title to the corporation's property.

2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records.

3. Subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title.

4. Change quorum or voting requirements for its board of directors or shareholders, change provisions for selection, resignation or removal of its directors or officers, or both, or change provisions for amending its bylaws.

5. Prevent commencement of a proceeding by or against the corporation in its corporate name or any officers, directors or shareholders or affect applicable statutes of limitation.

6. Abate or suspend a proceeding pending by or against the corporation or any officers, directors or shareholders on the effective date of dissolution.

7. Terminate the authority of the statutory agent of the corporation.
A.R.S. § 10-2080 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2080
10-2080 Exemption from securities regulations
Status: in_force

10-2080. Exemption from securities regulations

The provisions of chapter 12 of title 44 shall not apply to any note, bond or other evidence of indebtedness issued by a cooperative doing business in this state pursuant to this article to the United States or any agency or instrumentality thereof, or to any mortgage, deed of trust or other instrument executed to secure such note, bond or other evidence of indebtedness, nor shall such provisions apply to the issuance of membership certificates or other evidence of member interest by a cooperative.
A.R.S. § 10-2019 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2019
10-2019 Annual reports
Status: in_force

10-2019. Annual reports

The association shall make an annual report on forms furnished by the corporation commission, containing a general statement of its business during the fiscal year showing:

1. The number of members and amount of membership fees received.

2. The total expense of operations.

3. Its indebtedness or liabilities, and its balance sheets.
A.R.S. § 10-3614 — Arizona Code / Title 10 / Chapter 29 / Article 2 / Section 3614
10-3614 Creditor's action against member
Status: in_force

10-3614. Creditor's action against member

A. No creditor of the corporation may bring a proceeding to reach the liability of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation, and execution has been returned unsatisfied in whole or in part.

B. All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection A to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in that proceeding.

C. In any proceeding by a creditor under this section, the member shall pay any amount that is determined to be owed by the member to the corporation directly to the corporation and not to any creditor. The member is not liable directly or indirectly for any costs incurred by the creditor in the proceeding. If the member has paid the amount to the corporation, the liability of the member to the corporation for that amount is fully satisfied, the member is no longer a party to the proceeding and is immune from further proceedings under this section for the amount.
A.R.S. § 10-1002 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1002
10-1002 Amendment by board of directors
Status: in_force

10-1002. Amendment by board of directors

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action to either:

1. Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.

2. Delete the names and addresses of the initial directors.

3. Delete the name and address of the initial statutory agent or known place of business, if a statement of change is on file with the commission.

4. Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding, with all shares of the class being treated identically.

5. Change the corporate name by substituting the word "corporation", "incorporated", "company" or "limited" or the abbreviation "corp.", "inc.", "co." or "ltd." for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution for the name.

6. Make any other change expressly permitted by chapters 1 through 17 of this title to be made without shareholder action.
A.R.S. § 10-1623 — Arizona Code / Title 10 / Chapter 16 / Article 2 / Section 1623
10-1623 Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definitions
Status: in_force

10-1623. Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definitions

A. On the filing of a petition for bankruptcy or the appointment of a receiver for any corporation, the corporation shall deliver a statement to the commission listing:

1. All officers, directors, trustees and major stockholders of the corporation within one year of filing the petition for bankruptcy or the appointment of a receiver. If a major stockholder is a corporation, the statement shall list the current president, chairman of the board of directors and major stockholders of such corporate stockholder.

2. Whether any such person has been an officer, director, trustee or major stockholder of any other corporation within one year of the bankruptcy or receivership of the other corporation.

3. If the answer in paragraph 2 of this subsection is in the affirmative, for each such corporation the following information:

(a) Name and address.

(b) States in which it:

(i) Was incorporated.

(ii) Transacted business.

(c) Dates of operation.

B. The commission shall maintain a suitably indexed list of all such persons. The index is a public record of the commission for purposes of title 39.

C. On receipt for filing of articles of incorporation of a new corporation or application for authority to transact business by a foreign corporation, the commission shall determine whether any person proposed as an officer, director, trustee, incorporator or major stockholder of the new or foreign corporation has been involved two or more times in a corporate bankruptcy, receivership, revocation, administrative dissolution or judicial dissolution commenced by any state. If so, the commission may direct detailed interrogatories to the persons requiring any additional relevant information deemed necessary by the commission and at the same time shall provide public notice of the interrogatory procedure. Any person may request additional interrogatories or may provide additional information to the commission. The interrogatories shall be completely answered within thirty days after mailing. With respect to corporations incorporated or seeking authority to transact business, articles of incorporation or application for authority shall not be filed until all outstanding interrogatories have been answered to the satisfaction of the commission.

D. Any applicant for filing articles of incorporation or authority to transact business who is dissatisfied with a determination of the commission or any other proceeding under this section may demand and the commission or its designee shall convene a public hearing at the county seat of the county of the corporate headquarters of the proposed corporation. The commission shall give public notice of the hearing at least twenty days before the hearing by publication in a newspaper of general circulation in any county in which a relevant prior bankruptcy or receivership occurred.

E. The commission shall provide the attorney general with a copy of statements furnished pursuant to subsection A and answers to interrogatories propounded pursuant to subsection C on a quarterly updated basis.

F. Any person or corporation failing to comply with the requirements of this section is guilty of a class 1 misdemeanor. Any person making a false statement or giving false information pursuant to this section is guilty of a class 5 felony.

G. In this section:

1. "Controlling" includes the total shares of stock issued to a husband and wife and their relatives to the first degree of consanguinity.

2. "Major stockholder" means a shareholder possessing or controlling twenty per cent of the issued and outstanding shares or twenty per cent of any proprietary, beneficial or membership interest in the corporation.
A.R.S. § 10-3201 — Arizona Code / Title 10 / Chapter 25 / Article 1 / Section 3201
10-3201 Incorporators
Status: in_force

10-3201. Incorporators

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation and a certificate of disclosure to the commission for filing.
A.R.S. § 10-3841 — Arizona Code / Title 10 / Chapter 31 / Article 4 / Section 3841
10-3841 Duties and authority of officers
Status: in_force

10-3841. Duties and authority of officers

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties and authority of other officers.
A.R.S. § 10-822 — Arizona Code / Title 10 / Chapter 8 / Article 2 / Section 822
10-822 Notice of meetings
Status: in_force

10-822. Notice of meetings

A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.

B. Unless the articles of incorporation or bylaws provide otherwise, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
A.R.S. § 10-11003 — Arizona Code / Title 10 / Chapter 33 / Article 1 / Section 11003
10-11003 Amendment by board of directors and members
Status: in_force

10-11003. Amendment by board of directors and members

A. The following apply to amendments to the articles of incorporation by the board of directors and the members, if there are members entitled to vote on the amendment:

1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the members.

2. For the amendment to be adopted all of the following shall have occurred:

(a) The board of directors shall recommend the amendment to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the members with the amendment.

(b) The members entitled to vote on the amendment shall approve the amendment as provided by paragraph 5 of this subsection.

(c) Each person whose approval is required by the articles of incorporation as authorized by section 10-11030 for an amendment to the articles of incorporation or bylaws shall approve the amendment in writing.

3. The board of directors may condition its submission of the proposed amendment on any basis.

4. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with section 10-3705. The notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.

5. Unless chapters 24 through 40 of this title, the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less.

B. The following apply to amendments to the articles of incorporation by the members, if there are members:

1. If the articles of incorporation expressly permit, the members may propose amendments to the articles of incorporation. If so permitted, the articles of incorporation shall set forth procedures for adopting member initiated amendments, including the percentage of voting power and method of notice required to propose an amendment and the responsibility for calling a member meeting to consider the amendment.

2. For the amendment to be adopted, all of the following shall have occurred:

(a) The members entitled to vote on the amendment shall approve the amendment as provided in paragraph 4 of this subsection.

(b) The corporation shall notify each member in accordance with subsection A, paragraph 4 of this section.

(c) Each person whose approval is required by the articles of incorporation as authorized by section 10-11030 for an amendment to the articles of incorporation or bylaws shall approve the amendment in writing.

3. The members may condition adoption of the proposed amendment on any basis.

4. Unless chapters 24 through 40 of this title, the articles of incorporation or the members acting pursuant to paragraph 3 of this subsection require a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less.
A.R.S. § 10-3612 — Arizona Code / Title 10 / Chapter 29 / Article 2 / Section 3612
10-3612 Member's liability to third parties
Status: in_force

10-3612. Member's liability to third parties

A member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation.
A.R.S. § 10-3861 — Arizona Code / Title 10 / Chapter 31 / Article 6 / Section 3861
10-3861 Judicial action
Status: in_force

10-3861. Judicial action

A. A transaction that is effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, and that is not a director's conflicting interest transaction shall not be enjoined, be set aside or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the corporation, because a director of the corporation, or any person with whom or with which the director has a personal, economic or other association, has an interest in the transaction.

B. A director's conflicting interest transaction shall not be enjoined, be set aside or give rise to an award of damages or other sanctions in a proceeding by a member by or in the right of the corporation, because the director, or any person with whom or with which the director has a personal, economic or other association, has an interest in the transaction, if either:

1. Directors' action respecting the transaction was taken at any time in compliance with section 10-3862.

2. Members' action respecting the transaction was taken at any time in compliance with section 10-3863.

3. The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.

C. Any person seeking to have a director's conflicting interest transaction enjoined, set aside or give rise to an award of damages or other sanctions shall first prove by clear and convincing evidence that subsection B of this section is not applicable.
A.R.S. § 10-1521 — Arizona Code / Title 10 / Chapter 15 / Article 2 / Section 1521
10-1521 Withdrawal by duly authorized officers; foreign corporations
Status: in_force

10-1521. Withdrawal by duly authorized officers; foreign corporations

A. A majority of the duly authorized officers of a foreign corporation that has not issued shares or that has not commenced transacting business in this state may withdraw the foreign corporation by delivering to the commission for filing an application for withdrawal that sets forth all of the following:

1. The name of the foreign corporation and the name of the state or country under whose laws it is incorporated.

2. That the foreign corporation revokes the authority of its statutory agent to accept service on its behalf and appoints the commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state.

3. A mailing address to which the commission may mail a copy of any process served on the commission pursuant to its appointment as the foreign corporation’s agent for service of process.

4. A commitment to notify the commission in the future of any change in the foreign corporation’s mailing address.

5. Either of the following:

(a) That none of the foreign corporation's shares have been issued in this state.

(b) That the foreign corporation has not commenced business in this state and that it surrenders its authority to transact business in this state.

6. That no debt of the foreign corporation acquired in this state remains unpaid.

7. That a majority of the duly authorized officers authorized the withdrawal.

B. The application for withdrawal filed pursuant to this section must be executed pursuant to section 10-120, subsection F.

C. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed by this chapter, the commission shall file the application in the manner provided in section 10-120.  On the filing of the application for withdrawal, the authority of the foreign corporation to transact business in this state ceases.
A.R.S. § 10-811 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 811
10-811 Compensation of directors
Status: in_force

10-811. Compensation of directors

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
A.R.S. § 10-11601 — Arizona Code / Title 10 / Chapter 39 / Article 1 / Section 11601
10-11601 Corporate records
Status: in_force

10-11601. Corporate records

A. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting and a record of all actions taken by a committee of the board of directors on behalf of the corporation.

B. A corporation shall maintain appropriate accounting records.

C. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members and in alphabetical order by class of membership showing the number of votes each member is entitled to cast and the class of memberships held by each member.

D. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

E. A corporation shall keep a copy of all of the following records at its principal office, at its known place of business or at the office of its statutory agent:

1. Its articles or restated articles of incorporation and all amendments to them currently in effect.

2. Its bylaws or restated bylaws and all amendments to them currently in effect.

3. Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members.

4. The minutes of all members' meetings and records of all actions taken by members without a meeting for the past three years.

5. All written communications to members generally within the past three years, including the financial statements furnished for the past three years under section 10-11620.

6. A list of the names and business addresses of its current directors and officers.

7. Its most recent annual report delivered to the commission under section 10-11622.

8. An agreement among members under section 10-3732.

F. Notwithstanding this chapter, a condominium association shall comply with title 33, chapter 9 and a planned community association shall comply with title 33, chapter 16 to the extent that this chapter is inconsistent with title 33, chapters 9 and 16.
A.R.S. § 10-3204 — Arizona Code / Title 10 / Chapter 25 / Article 1 / Section 3204
10-3204 Liability for noncorporate transactions
Status: in_force

10-3204. Liability for noncorporate transactions

All persons purporting to act as or on behalf of a corporation with actual knowledge that no corporation exists under chapters 24 through 40 of this title are jointly and severally liable to the extent not precluded by section 12-2506 for all liabilities created while so acting.
A.R.S. § 10-3842 — Arizona Code / Title 10 / Chapter 31 / Article 4 / Section 3842
10-3842 Standards of conduct for officers
Status: in_force

10-3842. Standards of conduct for officers

A. If an officer has discretionary authority with respect to any duties, an officer's duties shall be discharged under that authority:

1. In good faith.

2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

3. In a manner the officer reasonably believes to be in the best interests of the corporation.

B. In discharging duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by either:

1. One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.

2. Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

3. In the case of corporations organized for religious purposes, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.

C. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B unwarranted.

D. An officer is not liable for any action taken as an officer or any failure to take any action if the officer's duties were performed in compliance with this section. In any proceeding commenced under this section or any other provision of this chapter, an officer has all of the defenses and presumptions ordinarily available to an officer. An officer is presumed in all cases to have acted, failed to act or otherwise discharged such officer's duties in accordance with subsection A. The burden is on the party challenging an officer's action, failure to act or other discharge of duties to establish by clear and convincing evidence facts rebutting the presumption.
A.R.S. § 10-11507 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11507
10-11507 Known place of business and statutory agent of foreign corporation
Status: in_force

10-11507. Known place of business and statutory agent of foreign corporation

Each foreign corporation authorized to conduct affairs in this state shall continuously maintain in this state both:

1. A known place of business that may be the address of its statutory agent.

2. A statutory agent who may be either:

(a) An individual who resides in this state.

(b) A domestic business or nonprofit corporation.

(c) A foreign business or nonprofit corporation authorized to conduct affairs in this state.

(d) A limited liability company formed under title 29.

(e) A limited liability company authorized to transact business in this state.
A.R.S. § 10-1509 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1509
10-1509 Resignation of statutory agent of foreign corporation
Status: in_force

10-1509. Resignation of statutory agent of foreign corporation

A. The statutory agent of a foreign corporation may resign the agency appointment by delivering to the commission for filing an original and two copies of a signed statement of resignation. The statement of resignation may include a disclosure that the known place of business of the foreign corporation has changed or has been discontinued. The statutory agent shall give written notification of the resignation to the foreign corporation at its last known address, other than that of the resigning statutory agent.

B. After the receipt and the filing of the statement of resignation, the commission shall mail one copy to the foreign corporation at its known place of business within the state, if not discontinued. The commission shall mail another copy of the statement of resignation to the foreign corporation at its last known office in the jurisdiction of incorporation.

C. The agency appointment is deemed terminated and the known place of business is discontinued, if so provided, on the thirty-first day after the date on which the statement was delivered to the commission for filing.
A.R.S. § 10-2249 — Arizona Code / Title 10 / Chapter 20 / Article 8 / Section 2249
10-2249 Application to existing corporations
Status: in_force

10-2249. Application to existing corporations

A. This chapter applies to all Arizona corporations that were incorporated under or that were subject to chapter 3, article 1 of this title on December 31, 1995. If an existing corporation to which this chapter applies is required to amend its articles of incorporation to comply with this chapter, it shall do so on or before April 1, 1996.

B. This chapter does not apply to a corporation now existing or later incorporated under a law of this state other than this chapter unless the corporation elects professional corporation status under section 10-2210.
A.R.S. § 10-1879 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1879
10-1879 Corporation laws applicable
Status: in_force

10-1879. Corporation laws applicable

Any business trust shall be subject to such applicable provisions of law from time to time in effect with respect to domestic and foreign corporations, respectively. These shall include, without limitation, such applicable provisions of law as relate to the issuance of securities, filing of required statements or reports, service of process, general grants of power to act, withdrawal, right to sue and be sued, limitation of individual liability of shareholders, and rights to acquire, mortgage, sell, lease, operate and otherwise deal in or with real and personal property.
A.R.S. § 10-11406 — Arizona Code / Title 10 / Chapter 37 / Article 1 / Section 11406
10-11406 Known claims against dissolved corporation
Status: in_force

10-11406. Known claims against dissolved corporation

A. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

B. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time and from time to time after its effective date. The written notice shall:

1. Describe information that shall be included in a claim.

2. Provide a mailing address where a claim may be sent.

3. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim.

4. State that the claim will be barred if not received by the deadline.

C. A claim against the dissolved corporation is barred either:

1. If a claimant who was given written notice under subsection B of this section does not deliver the claim to the dissolved corporation by the deadline.

2. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

D. For purposes of this section, claim does not include a contingent claim. Notwithstanding the foregoing, a claim that is contingent as of the effective date of dissolution but later ripens into a known claim or a claim based on an event occurring after the effective date of dissolution may be disposed of at such later time by the dissolved corporation by following the procedures described in subsections B and C.
A.R.S. § 10-11007 — Arizona Code / Title 10 / Chapter 33 / Article 1 / Section 11007
10-11007 Restated articles of incorporation
Status: in_force

10-11007. Restated articles of incorporation

A. A corporation's board of directors may restate its articles of incorporation at any time with or without approval by the members or any other person.

B. The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in section 10-11003.

C. If the board of directors submits a restatement for member action, the corporation shall notify each member entitled to vote of the proposed membership meeting in writing in accordance with section 10-3705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles.

D. If the board of directors submits a restatement for member action by written ballot or written consent, the material that solicits the approval shall contain or be accompanied by a copy or summary of the restatement that also identifies any amendment or other change it would make in the articles of incorporation.

E. A corporation restating its articles of incorporation shall deliver to the commission for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

1. Whether the restatement contains an amendment to the articles requiring approval by any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement.

2. If the restatement contains an amendment to the articles requiring approval by the members, a statement that such approval was obtained.

3. If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10-11030, a statement that such approval was obtained.

F. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

G. The commission may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection E of this section.

H. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the articles of restatement shall be published. An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-1403 — Arizona Code / Title 10 / Chapter 14 / Article 1 / Section 1403
10-1403 Articles of dissolution; effective date of dissolution
Status: in_force

10-1403. Articles of dissolution; effective date of dissolution

A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the commission for filing articles of dissolution setting forth all of the following:

1. The name of the corporation.

2. The date dissolution was authorized.

3. If dissolution was approved by the shareholders, both:

(a) The number of votes entitled to be cast on the proposal to dissolve.

(b) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.

4. If voting by voting groups was required, the information required by paragraph 3 of this subsection shall be separately provided for each voting group entitled to vote separately on the plan to dissolve.

B. A corporation is dissolved on the effective date of its articles of dissolution.

C. The articles of dissolution shall not be considered complete until the commission has received a notice from the department of revenue to the effect that the tax levied under title 42, chapter 5, article 1 against the corporation has been paid, or until it is notified by the department of revenue that the corporation is not subject to the tax and until the commission has received from the department of revenue its certificate issued pursuant to section 43-1151.

D. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the articles of dissolution shall be published.  An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

E. The articles of dissolution shall not be considered complete until all fees, penalties and costs required to be paid under this title have been paid.

F. Notwithstanding subsection E of this section, if an annual report becomes due on or after the first date on which the articles of dissolution are delivered to the commission for filing, the annual report requirement and penalty accrual prescribed in section 10-1622 are suspended for a period of six months after the first date on which the articles of dissolution are delivered to the commission for filing.  On the expiration of the six-month suspension, if the articles of dissolution are not approved for filing or if the corporation is administratively dissolved pursuant to section 10-1420, paragraph 9, all past due annual reports required by section 10-1622, together with fees and any applicable penalties, are owed as if the suspension never occurred.
A.R.S. § 10-3205 — Arizona Code / Title 10 / Chapter 25 / Article 1 / Section 3205
10-3205 Organization of corporation
Status: in_force

10-3205. Organization of corporation

After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.
A.R.S. § 10-3851 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3851
10-3851 Authority to indemnify
Status: in_force

10-3851. Authority to indemnify

A. Except as provided in subsection D of this section, a corporation may indemnify an individual made a party to a proceeding because either:

1. The individual is or was a director against liability incurred in the proceeding if all of the following conditions exist:

(a) The individual's conduct was in good faith.

(b) The individual reasonably believed:

(i) In the case of conduct in an official capacity with the corporation, that the conduct was in its best interests.

(ii) In all other cases, that the conduct was at least not opposed to its best interests.

(c) In the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful.

2. The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section 10-3202, subsection B, paragraph 2.

B. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection A, paragraph 1, subdivision (a) of this section.

C. The termination of a proceeding by judgment, order, settlement or conviction or on a plea of no contest or its equivalent is not of itself determinative that the director did not meet the standard of conduct described in this section.

D. A corporation may not indemnify a director under this section either:

1. In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation.

2. In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

E. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
A.R.S. § 10-3863 — Arizona Code / Title 10 / Chapter 31 / Article 6 / Section 3863
10-3863 Members' action; definition
Status: in_force

10-3863. Members' action; definition

A. Members' action respecting a transaction is effective for purposes of section 10-3861, subsection B, paragraph 2 if a majority of the votes entitled to be cast by the holders of all qualified membership interests was cast in favor of the transaction after all of the following:

1. Notice to members describing the director's conflicting interest transaction.

2. Provision of the information referred to in subsection C of this section.

3. Required disclosure to the members who voted on the transaction, to the extent the information was not known by them.

B. A majority of the votes entitled to be cast by the holders of all qualified membership interests is a quorum for the purposes of action that complies with this section. Subject to subsections C and D of this section, members' action that otherwise complies with this section is not affected by the presence of members or the voting of membership interests that are not qualified membership interests.

C. For purposes of compliance with subsection A of this section, a director who has a conflicting interest respecting the transaction shall inform, before the members' vote, the secretary, or other officer or agent of the corporation authorized to tabulate votes, of the number and the identity of persons holding or controlling the vote of all membership interests that the director knows are beneficially owned, or the voting of which is controlled, by the director or by a related person of the director, or both.

D. If a member's vote does not comply with subsection A of this section solely because of a failure of a director to comply with subsection C of this section and if the director establishes that his failure did not determine and was not intended by him to influence the outcome of the vote, the court, with or without further proceedings respecting section 10-3861, subsection B, paragraph 3, may take such action, respecting the transaction and the director and give such effect, if any, to the members' vote, as it considers appropriate in the circumstances.

E. For purposes of this section, "qualified membership interests" means any membership interests entitled to vote with respect to the director's conflicting interest transaction except membership interests that, to the knowledge, before the vote, of the secretary or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.
A.R.S. § 10-1817 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1817
10-1817 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-1817. Merger, interest exchange, conversion, domestication or division; definitions

A. A domestic close corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6.  For the purposes of this subsection:

1. References in chapters 11 and 13 of this title to:

(a) "Directors" are deemed references to managers.

(b) "Shares" are deemed references to capital units.

(c) "Shareholders" are deemed references to investors.

2. References in title 29, chapter 6 to:

(a) "Governors" are deemed references to managers.

(b) "Interest holders" are deemed references to investors.

(c) "Interests" are deemed references to capital units.

B. A plan of merger must be approved by all of the investors.

C. A plan of conversion must be approved by at least two-thirds of the investors.

D. A plan of interest exchange, domestication or division must be approved by a majority of the investors.

E. If a domestic close corporation is to be created in a merger, a conversion, a domestication or a division, the number of investors in the corporation on the effective date of the transaction may not exceed ten investors.

F. For the purposes of this section:

1. "Conversion" means a transaction authorized by title 29, chapter 6, article 4.

2. "Division" means a transaction authorized by title 29, chapter 6, article 6.

3. "Domestication" means a transaction authorized by title 29, chapter 6, article 5.

4. "Interest exchange" means a transaction authorized by title 29, chapter 6, article 3.

5. "Merger" means a transaction authorized by title 29, chapter 6, article 2.
A.R.S. § 10-1504 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1504
10-1504 Delivery of changes; changes requiring amended authority
Status: in_force

10-1504. Delivery of changes; changes requiring amended authority

A. Whenever the articles of incorporation of a foreign corporation authorized to transact business in this state are amended or restated by merger or otherwise, within sixty days after the amendment or restatement becomes effective, the foreign corporation shall deliver to the commission a copy of the amendment or restatement duly authenticated by the secretary of state or other official having custody of corporate records in the state or country where the foreign corporation is incorporated.

B. In addition to the requirement prescribed in subsection A of this section, a foreign corporation authorized to transact business in this state shall amend its application for authority by filing with the commission articles of amendment to application for authority if any of the following occurs:

1. The foreign corporation changes its actual corporate name or the name under which it has obtained authority to transact business in this state pursuant to section 10-1503, subsection A, paragraph 1.

2. The foreign corporation changes its period of duration.

3. The foreign corporation changes its state or country of incorporation.

4. A statement in the application for authority was inaccurate when made.
A.R.S. § 10-11022 — Arizona Code / Title 10 / Chapter 33 / Article 2 / Section 11022
10-11022 Class voting by members on amendments
Status: in_force

10-11022. Class voting by members on amendments

The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles of incorporation or bylaws.
A.R.S. § 10-2018 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2018
10-2018 Investments; limitation; disposition of profits
Status: in_force

10-2018. Investments; limitation; disposition of profits

A. An association may organize, form, operate, own, control, have an interest in, own stock of or be a member of any other corporation, with or without capital stock, engaged in processing, handling, utilizing, manufacturing, marketing, financing or selling products or services handled by the association, or the by-products thereof.

B. Profits or income received from the investments provided for in subsection A may be added to the reserves of the association to be distributed or handled according to the discretion of the board of directors.

C. An association may enter into agreements and arrangements with another cooperative corporation or association formed in this or any other state for the cooperative and more economical carrying on of its business, or any part thereof. Any two or more associations may by agreement unite in employing and using the same methods, means and agencies for conducting their businesses.
A.R.S. § 10-11023 — Arizona Code / Title 10 / Chapter 33 / Article 2 / Section 11023
10-11023 Bylaw increasing quorum or voting requirement for members
Status: repealed

10-11023. Bylaw increasing quorum or voting requirement for members

A. If authorized by the articles of incorporation, members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members, or of classes of members, than is required by chapters 24 through 40 of this title. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for members shall meet the same quorum requirement and shall be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

B. A bylaw that fixes a greater quorum or voting requirement for members under subsection A shall not be adopted, amended or repealed by the board of directors.
A.R.S. § 10-850 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 850
10-850 Definitions
Status: in_force

10-850. Definitions

In this article, unless the context otherwise requires:

1. "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased on consummation of the transaction.

2. "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on or otherwise involve services by the director to the plan or to participants in or beneficiaries of the plan. Director includes the estate or personal representative of a director.

3. "Expenses" includes attorney fees and all other costs and expenses reasonably related to a proceeding.

4. "Liability" means the obligation to pay a judgment, settlement, penalty or fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding and includes obligations and expenses that have not yet been paid by the indemnified person but that have been or may be incurred.

5. "Officer" means an individual who is or was an officer of a corporation or an individual who, while an officer of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity. An officer is considered to be serving an employee benefit plan at the corporation's request if the officer's duties to the corporation also impose duties on or otherwise involve services by the officer to the plan or to participants in or beneficiaries of the plan. Officer includes the estate or personal representative of an officer.

6. "Official capacity" means, if used with respect to a director, the office of director in a corporation and, if used with respect to an officer as contemplated in section 10-856, the office in a corporation held by the officer. Official capacity does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan or other entity.

7. "Outside director" means a director who, when serving as a director, was not an officer, employee or holder of more than five per cent of the outstanding shares of any class of stock of the corporation or of any affiliate of the corporation.

8. "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

9. "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.
A.R.S. § 10-1009 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1009
10-1009 Effect of amendments
Status: in_force

10-1009. Effect of amendments

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
A.R.S. § 10-3160 — Arizona Code / Title 10 / Chapter 24 / Article 4 / Section 3160
10-3160 Judicial relief
Status: in_force

10-3160. Judicial relief

A. If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles of incorporation, bylaws, or chapters 24 through 40 of this title, on petition of a director, officer, delegate or member, the court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

B. The court, in an order issued pursuant to this section, shall provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles of incorporation, bylaws and chapters 24 through 40 of this title, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.

C. The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, than would otherwise be imposed by the articles of incorporation, bylaws, or chapters 24 through 40 of this title.

D. If practical, any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without being subject to this section.

E. Notwithstanding subsection D, an order under this section may also authorize the obtaining of the votes and approvals that are necessary for the dissolution, merger or sale of assets.

F. Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of that order, is a valid meeting or vote and shall have the same force and effect as if it complied with every requirement imposed by the articles of incorporation, bylaws and chapters 24 through 40 of this title.
A.R.S. § 10-740 — Arizona Code / Title 10 / Chapter 7 / Article 4 / Section 740
10-740 Definitions
Status: in_force

10-740. Definitions

In this article, unless the context otherwise requires:

1. "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 10-747, in the right of a foreign corporation.

2. "Independent person" means a person with no personal interest in the transaction and no personal or other relationship which influences the person.

3. "Shareholder" includes a beneficial owner whose shares are held in a voting trust or are held by a nominee on the beneficial owner's behalf.
A.R.S. § 10-1531 — Arizona Code / Title 10 / Chapter 15 / Article 3 / Section 1531
10-1531 Procedure for and effect of revocation; reinstatement
Status: in_force

10-1531. Procedure for and effect of revocation; reinstatement

A. If the commission determines that one or more grounds exist under section 10-1530 for revocation of a grant of authority, the commission shall serve the foreign corporation with written notice of the determination under section 10-1510.

B. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the commission that each ground determined by the commission does not exist within sixty days after service of the notice is perfected under section 10-1510, the commission may revoke the foreign corporation's grant of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The commission shall file the original of the certificate and serve a copy on the foreign corporation under section 10-1510.

C. The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its grant of authority.

D. The commission's revocation of a foreign corporation's grant of authority appoints the commission the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the commission under this subsection is service on the foreign corporation. On receipt of process, the commission shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the foreign corporation stating the current mailing address of its principal office, or, if none is on file, in its application for authority.

E. Revocation of a foreign corporation's grant of authority does not terminate the authority of the statutory agent of the foreign corporation.

F. A foreign corporation whose authority was revoked pursuant to this section may apply to the commission for reinstatement within six years after the effective date of the revocation. The application shall state both:

1. The name of the foreign corporation and the effective date of the foreign corporation's revocation of authority.

2. That the ground or grounds for the revocation either did not exist or have been eliminated.

G. If the commission determines that the application contains the information prescribed in subsection F of this section and that the information is correct, the commission shall do all of the following:

1. Cancel the certificate of revocation.

2. Prepare a certificate of reinstatement that states the determination and the effective date of the reinstatement.

3. File the original of the certificate of reinstatement.

4. Serve a copy on the foreign corporation pursuant to section 10-1510.

H. Once the reinstatement is effective, the reinstatement relates back to and takes effect as of the effective date of the revocation and the foreign corporation shall resume its business as if the revocation had never occurred.

I. If the corporation has not applied for reinstatement within six months after the effective date of the dissolution, the commission shall release the corporation name for use pursuant to chapters 1 through 17 of this title or by a person intending to register the name as a trade name pursuant to title 44, chapter 10, article 3.1. If another corporation has adopted the name of the foreign corporation or another person has adopted the name of the foreign corporation as a trade name, the foreign corporation shall attach to the application for reinstatement an application for amended authority and adopt a fictitious name for use in this state that satisfies the requirements of sections 10-1504 and 10-1506.
A.R.S. § 10-11008 — Arizona Code / Title 10 / Chapter 33 / Article 1 / Section 11008
10-11008 Amendment pursuant to reorganization
Status: in_force

10-11008. Amendment pursuant to reorganization

A. A corporation's articles may be amended pursuant to this section without action by the board of directors or members or approval required pursuant to section 10-11030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a federal statute or a statute of this state if the articles of incorporation after amendment contain only provisions required or permitted by section 10-3202.

B. Before the date of entry of a final decree in the reorganization proceeding, the individual or individuals designated by the court plan shall deliver to the commission articles of amendment setting forth all of the following:

1. The name of the corporation.

2. The text of each amendment contained in the plan of reorganization.

3. The date of the court's order or decree confirming the plan of reorganization containing the articles of amendment.

4. The title of the reorganization proceeding in which the order or decree was entered.

5. A statement that the court had jurisdiction of the proceeding under federal or state statute.

C. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

D. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-2125 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2125
10-2125 Articles of incorporation
Status: in_force

10-2125. Articles of incorporation

A. Articles of incorporation of a generation and transmission cooperative shall recite that they are executed pursuant to this article and shall state:

1. The name of the generation and transmission cooperative.

2. The address of its principal office.

3. The names and addresses of its incorporators.

4. The names and addresses of persons who constitute its first board of directors.

5. Any provisions not inconsistent with this article which is deemed necessary or advisable for the conduct of its business.

B. The articles shall be signed by a duly appointed representative of each incorporator and shall then be filed with the corporation commission as provided in this article.

C. It is not necessary to recite in the articles of incorporation the purpose for which the generation and transmission cooperative is organized or to recite any of its corporate powers.
A.R.S. § 10-1622 — Arizona Code / Title 10 / Chapter 16 / Article 2 / Section 1622
10-1622 Annual report
Status: in_force

10-1622. Annual report

A. Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the commission for filing an annual report that sets forth all of the following:

1. The name of the corporation and the state or country under whose law it is incorporated.

2. The address of its known place of business and the name and address of its statutory agent in this state.

3. The address of its principal office.

4. The names and business addresses of its directors and principal officers.

5. A brief description of the nature of its business.

6. The total number of authorized shares, itemized by class and series, if any, within each class.

7. The total number of issued and outstanding shares, itemized by class or series, if any, within each class.

8. A certificate of disclosure containing the information set forth in section 10-202, subsection D.

9. The names of shareholders of record of the corporation holding more than twenty per cent of any class of shares issued by the corporation, including persons beneficially holding the shares through nominees.

10. A statement that all corporate income tax returns required by title 43 have been filed with the department of revenue.

B. Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.

C. The annual report for all corporations shall be delivered to the commission for filing, and the annual fee shall be paid on or before the date assigned by the commission. The commission may stagger the annual report filing date for all corporations and adjust the annual registration fee on a pro rata basis. The corporation shall deliver the annual report to the commission for filing each subsequent year in the anniversary month on the date determined by the commission. If a corporation is unable to file the annual report required by this section on or before the date prescribed by this section, the corporation may file, but only on or before this date, a written request with the commission for an extension of time, not to exceed six months, in which to file the annual report. The request for an extension of time shall be accompanied by the annual registration fee required by law. After filing the request for an extension of time and on receipt of the annual registration fee, the commission shall grant the request.

D. If an annual report does not contain the information required by this section, the commission shall promptly notify the reporting domestic or foreign corporation in writing and shall return the report to it for correction.  If the report is corrected to contain the information required by this section and delivered to the commission within thirty days after the effective date of notice, it is deemed to be timely filed.

E. Any corporation that is exempt from the requirement of filing an annual report shall deliver annually a certificate of disclosure that contains the information set forth in section 10-202, subsection D and that is executed by any two executive officers or directors of the corporation on or before May 31. If the certificate is not delivered within ninety days after the due date of the annual report or within ninety days after May 31 in the case of any corporation that is exempt from the requirement of filing an annual report, the commission shall initiate administrative dissolution of that corporation in accordance with chapters 1 through 17 of this title.

F. If the annual report is not delivered for filing and the fee is not paid within the time specified by this section, the commission shall assess and, upon collection, deposit, pursuant to sections 35-146 and 35-147, penalties of twenty per cent per month or fraction of the month of the fees then due until either the payment is made or the domestic corporation is administratively dissolved or the authority of the foreign corporation is revoked, whichever occurs first. Beginning January 1, 1999, this subsection does not apply to nonprofit corporations organized under chapters 24 through 42 of this title.
A.R.S. § 10-2024 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2024
10-2024 Producer-distributor agreement not to join, become or remain member of cooperative or trade association
Status: in_force

10-2024. Producer-distributor agreement not to join, become or remain member of cooperative or trade association

Every undertaking or promise made, whether written or oral, express or implied, is contrary to public policy and void and shall not afford any reason for granting legal or equitable relief, when constituted or contained in a contract or agreement for the sale of agricultural, horticultural or dairy products between a producer of such products and a distributor or purchaser thereof, whereby either party to the contract or agreement undertakes or promises not to join, become or remain a member of a cooperative association organized under this article, or of a trade association of the producers, distributors or purchasers of such products.
A.R.S. § 10-11430 — Arizona Code / Title 10 / Chapter 37 / Article 3 / Section 11430
10-11430 Grounds for judicial dissolution
Status: in_force

10-11430. Grounds for judicial dissolution

A. The court may dissolve a corporation in a proceeding by the attorney general if it is established that either:

1. The corporation obtained its articles of incorporation through fraud.

2. The corporation has continued to exceed or abuse the authority conferred upon it by law.

B. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, the court may dissolve a corporation in a proceeding by fifty members or by members holding twenty-five per cent of the voting power, whichever is less, or by a director or any person specified in the articles of incorporation, if any of the following is established:

1. The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to breach the deadlock and irreparable injury to the corporation is threatened or being suffered or the affairs of the corporation cannot be conducted generally because of the deadlock.

2. The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.

3. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates to elect successors to directors whose terms have or would otherwise have expired.

4. The corporate assets are being wasted, misapplied or diverted for noncorporate purposes.

C. The court may dissolve a corporation in a proceeding by a creditor if it is established that either:

1. The creditor's claim has been reduced to a judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.

2. The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

D. The court may dissolve a corporation in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
A.R.S. § 10-120 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 120
10-120 Filing requirements
Status: in_force

10-120. Filing requirements

A. In order to qualify for filing by the commission, a document shall satisfy the requirements of this section and any other section of chapters 1 through 17 of this title that adds to or varies these requirements.

B. Chapters 1 through 17 of this title require or permit filing of the document in the office of the commission.

C. The document shall contain the information required by chapters 1 through 17 of this title. It may contain other information.

D. The document shall be typewritten or printed and shall be legible and capable of microfilm or other process reduction and subsequent reproduction as determined by the commission.

E. The document and any exhibits to the document shall be in the English language or accompanied by an English translation certified as accurate by or on behalf of the person causing the document to be delivered for filing.

F. The document shall be executed either:

1. By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers.

2. If directors have not been selected or the corporation has not been formed, by an incorporator.

3. If the corporation is in the hands of any receiver, trustee or other court appointed fiduciary, by that fiduciary.

G. The document shall state the name of each person who signs it and the capacity in which each person signs. The document may but need not contain:

1. The corporate seal.

2. An attestation by the secretary or an assistant secretary.

3. An acknowledgment, verification or proof.

H. If the commission has prescribed a mandatory form for the document under section 10-121, the document shall be in or on the prescribed form.

I. Except as provided in subsection J of this section and sections 10-503 and 10-1509, the document shall be delivered to the office of the commission for filing and shall be accompanied by the correct fee and any other payment or penalty required by chapters 1 through 17 of this title or other law.

J. Notwithstanding subsection I of this section:

1. A person may deliver by means of a fax or electronic transmission a document that is required or permitted by chapters 1 through 17 of this title to be delivered to the commission for filing. The person shall retain the original document for at least twelve months in the books and records of the corporation or of the person making the delivery for filing, if the delivery is not made on behalf of the corporation, and the person shall make the original document available for inspection and copying by the commission on reasonable notice.

2. A document that is reproduced at a fax machine or through an electronic transmission at the commission is deemed delivered to the commission:

(a) On the date of the reproduction if reproduced on or before 5:00 p.m. mountain standard time and if the day is a business day of the commission.

(b) On the next succeeding business day if reproduced after 5:00 p.m. mountain standard time or on a day that is not a business day of the commission.

3. On the request of the person transmitting the document, the commission shall confirm by fax or electronic transmission or other writing the receipt of the document.

4. A person shall pay and deliver to the commission any fee or penalty imposed by section 10-122 or by any other section of chapters 1 through 17 of this title with respect to delivery of a document to the commission for filing in the manner as the commission determines.

5. If the commission determines that the legality of the document reproduced by means of a fax or electronic transmission is not sufficient, the commission may require that either:

(a) The document be delivered to the commission by means of an additional fax or electronic transmission.

(b) An original document be delivered to the commission by means other than a fax or electronic transmission.

6. The commission shall not file a document if any required amount is not paid as provided in paragraph 4 of this subsection or if any required additional counterpart is not delivered as provided in paragraph 5 of this subsection.

7. A reproduced document delivered under this subsection is deemed to satisfy any requirement in chapters 1 through 17 of this title for delivery of an original and one or more copies of the document. A document subject to this paragraph is deemed to have been delivered on the date on which it was delivered as provided in paragraph 2 of this subsection only if the first reproduction at a minimum permits identification of the corporation to which the document pertains and of the general nature of the document and the commission subsequently determines that paragraphs 4 and 5 of this subsection and any other requirements of chapters 1 through 17 of this title regarding the document have been satisfied.

8. The commission may prescribe the format of an electronic document delivered to the commission pursuant to this subsection.
A.R.S. § 10-11506 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11506
10-11506 Corporate name of foreign corporation
Status: reserved

10-11506. Corporate name of foreign corporation

A. If the corporate name of a foreign corporation does not satisfy the requirements of section 10-3401, to obtain or maintain a grant of authority to conduct affairs in this state the foreign corporation shall use a fictitious name that satisfies the requirements of section 10-3401 to conduct affairs in this state if its real name is unavailable and it delivers to the commission for filing a copy of the resolution of its board of directors, certified by a duly authorized officer, adopting the fictitious name.  The foreign corporation shall not include language in its corporate name stating or implying that the foreign corporation is organized for a purpose other than that allowed by section 10-3301 and its articles of incorporation.

B. Except as authorized by subsections C and D of this section, the corporate name, including a fictitious name, of a foreign corporation shall be distinguishable from:

1. The corporate name of a corporation incorporated under this title or a foreign nonprofit, not for profit, business or close corporation authorized to transact business or conduct affairs in this state.

2. A corporate name reserved under section 10-402 or 10-3402 or registered under section 10-403 or 10-3403.

3. The fictitious name of another foreign business or nonprofit corporation.

4. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.

5. The name of a limited liability company organized under title 29 or a foreign limited liability company authorized to transact business in this state.

6. The name of a registered limited liability partnership registered under title 29, chapter 5, article 10 or a foreign registered limited liability partnership authorized to transact business in this state.

7. A trade name registered pursuant to title 44, chapter 10, article 3.1.

C. A corporation may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section. The commission shall authorize use of the name applied for if either:

1. The other corporation consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying corporation.

2. The applicant delivers to the commission a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

D. A corporation may use the name, including a fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business or conduct affairs in this state and the proposed user corporation either has:

1. Merged with the other corporation.

2. Been formed by reorganization of the other corporation.

3. Acquired all or substantially all of the assets, including the corporate name, of the other corporation.

E. Chapters 24 through 42 of this title do not control the use of fictitious names.

F. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 10-3401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 10-3401 and amends its application for authority under section 10-11504.
A.R.S. § 10-11503 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11503
10-11503 Application for certificate of authority
Status: in_force

10-11503. Application for certificate of authority

A. A foreign corporation may apply for authority to conduct affairs in this state by delivering an application and a certificate of disclosure to the commission for filing.  The certificate of disclosure shall contain the information set forth in section 10-3202, subsection D and is subject to the requirements of section 10-3202, subsection F.  The application shall be executed by the corporation and shall set forth:

1. The name of the foreign corporation and, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 10-11506.

2. The name of the state or country under whose law it is incorporated.

3. Its date of incorporation and period of duration.

4. The street address of its principal office in its state or country of incorporation.

5. The street address of the proposed known place of business of the corporation in this state and the name and street address of its proposed statutory agent in this state.

6. If its purpose or purposes are narrower than the transaction of any or all lawful affairs in which corporations may engage in the state or country under whose law it is incorporated, a statement of the limitations on its purpose.

7. The names and usual business addresses of its current directors and officers.

8. Whether the foreign corporation has members.

9. A brief statement of the character of business that the corporation initially intends actually to conduct in this state. This statement does not limit the character of business that the corporation ultimately conducts.

B. The foreign corporation shall deliver the application and the certificate of disclosure to the commission, together with a copy of its articles of incorporation, any amendments to the articles of incorporation and a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated, and the nonrefundable fees required by law.

C. After determining that the application sets forth the information required by this section, does not use as the name of the corporation in this state a name that is in violation of section 10-11506 and appears in all other respects to conform to the requirements of this article, the commission shall file the application.  The date of filing shall be the date on which the corporation is granted authority to transact business in this state.

D. Within sixty days after the commission approves the filing, either of the following must occur:

1. A copy of the application shall be published. An affidavit evidencing the publication may be filed with the commission.

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

E. A foreign corporation authorized to transact business in this state is subject to section 10-11623.
A.R.S. § 10-304 — Arizona Code / Title 10 / Chapter 3 / Article 1 / Section 304
10-304 Validity of actions
Status: in_force

10-304. Validity of actions

A. Except as provided in subsection B of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

B. A corporation's power to act may be challenged either:

1. In a proceeding by a shareholder against the corporation to enjoin the act.

2. In a proceeding by the corporation, directly, derivatively or through any receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.

3. In a proceeding by the attorney general as provided in chapters 1 through 17 of this title to dissolve the corporation or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.

C. In a shareholder's proceeding under subsection B, paragraph 1 of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

D. Except as provided in sections 10-831 and 10-845, any person who purports to act on behalf of a corporation as an officer or a director and who knew or should have known that the person did not have authority to act is liable for all debts and liabilities incurred by the act. This subsection does not apply to a person who acts on behalf of a corporation that has been administratively dissolved unless the person has actual knowledge of the dissolution.
A.R.S. § 10-1843 — Arizona Code / Title 10 / Chapter 18 / Article 2 / Section 1843
10-1843 Court action upon refusal to pay claim
Status: in_force

10-1843. Court action upon refusal to pay claim

In the event the director of the department of administration refuses to approve any claim presented as provided in section 10-1841, the claimant may file a complaint in the superior court in Maricopa county, and shall serve a copy thereof upon the attorney general, alleging the nature of his claim and praying that the money or securities be paid or delivered to him. If the court finds for the plaintiff, judgment shall be entered accordingly, and the court shall certify the judgment to the director of the department of administration, who shall thereupon issue the order or draw the warrant as provided in section 10-1842. Appeal may be taken from the judgment of the superior court as in other cases.
A.R.S. § 10-3635 — Arizona Code / Title 10 / Chapter 29 / Article 4 / Section 3635
10-3635 Discontinuance or settlement
Status: in_force

10-3635. Discontinuance or settlement

No derivative proceeding may be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's members or a class of members, the court shall direct that notice be given to the affected members.
A.R.S. § 10-3804 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3804
10-3804 Election, designation and appointment of directors
Status: in_force

10-3804. Election, designation and appointment of directors

A. If the corporation has members, the members shall elect all the directors except the initial directors at the first annual meeting of members, and at each annual meeting after the first annual meeting, unless either:

1. The terms of the directors are staggered pursuant to section 10-3806.

2. The articles of incorporation or bylaws provide some other time or method of election.

3. The articles of incorporation or bylaws provide that some of the directors are appointed by some other person or some of the directors are designated.

B. If the corporation does not have members, all the directors except the initial directors shall be elected, appointed or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the board of directors shall elect the directors other than the initial directors.