A.R.S. § 10-732 — Arizona Code / Title 10 / Chapter 7 / Article 3 / Section 732
10-732 Shareholder agreements
Status: in_force

10-732. Shareholder agreements

A. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of chapters 1 through 17 of this title if it meets any of the following conditions:

1. Restricts the discretion or powers of the board of directors.

2. Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in section 10-640.

3. Establishes who shall be directors or officers of the corporation, their terms and conditions of office or employment or their manner of selection or removal.

4. Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies.

5. Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer or employee of the corporation or among any of them.

6. Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders.

7. Requires dissolution of the corporation at the request of one or more of the shareholders or on the occurrence of a specified event or contingency.

8. Establishes the terms and conditions of employment of shareholders.

9. Addresses the use of arbitration or other forms of dispute resolution to resolve disputes among shareholders.

10. Restricts the transfer of shares.

11. Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation, its liquidation and dissolution or the relationship among the shareholders, the directors and the corporation, or among any of them.

B. An agreement authorized by this section shall be:

1. Set forth either:

(a) In the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement.

(b) In a written agreement that is signed by all persons who are shareholders at the time of the agreement and that is filed with the corporation.

2. Subject to amendment or termination only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise.

3. Valid for the duration of the corporation's existence, unless the agreement provides otherwise.

C. An agreement authorized by this section is enforceable by any person with standing. The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by section 10-626, subsection B. The failure to note the existence of the agreement on the certificate or information statement does not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who at the time of purchase did not have knowledge of the existence of the agreement is entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or before the time of purchase of the shares or the purchaser has actual notice of the existence of the agreement at the time of purchase. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of ninety days after discovery of the existence of the agreement or two years after the time of the purchase of the shares.

D. An agreement authorized by this section ceases to be effective when shares of the corporation are listed on a national securities exchange or are regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, may adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

E. An agreement that is authorized by this section and that limits the discretion or powers of the board of directors relieves the directors of and imposes on the person or persons in whom such discretion or powers are vested liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.

F. The existence or performance of an agreement authorized by this section is not a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.

G. Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.

H. This section does not apply to, limit or invalidate agreements that are otherwise valid or authorized without regard to this section, including without limitation shareholder agreements between or among some or all of the shareholders or agreements between or among the corporation and one or more shareholders. The procedure set forth in this section is not the exclusive method of agreement among shareholders or among shareholders and the corporation with respect to any of the matters described in this section.
A.R.S. § 10-3504 — Arizona Code / Title 10 / Chapter 28 / Article 1 / Section 3504
10-3504 Service on corporation
Status: in_force

10-3504. Service on corporation

A. The statutory agent appointed by a corporation is an agent of the corporation on whom process, notice or demand that is required or permitted by law to be served on the corporation may be served and that, when so served, is lawful personal service on the corporation.

B. If a corporation fails to appoint or maintain a statutory agent at the address shown on the records of the commission, the commission is an agent of the corporation on whom any process, notice or demand may be served. Pursuant to the Arizona rules of civil procedure, service on the commission of any process, notice or demand for an entity that is registered pursuant to this title shall be made by delivering to and leaving with the commission duplicate copies of the process, notice or demand, and the commission shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the corporation at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the corporation.  If service is made on the commission, whether under this chapter or a rule of court, the corporation has thirty days to respond in addition to the time otherwise provided by law.

C. The commission shall keep a permanent record of all processes, notices and demands served on it under this section and shall record in the record the time of the service and its action with reference to the service.

D. Notice required to be served on a corporation pursuant to section 10-11421 or 10-11422 may be served:

1. By mail addressed to the statutory agent of the corporation or, if the corporation fails to appoint and maintain a statutory agent, addressed to the known place of business required to be maintained pursuant to section 10-3501.

2. By electronic transmission to the statutory agent or to the corporation, or both.

3. Pursuant to the rules for service of process authorized by the Arizona rules of civil procedure.
A.R.S. § 10-640 — Arizona Code / Title 10 / Chapter 6 / Article 4 / Section 640
10-640 Distribution to shareholders
Status: in_force

10-640. Distribution to shareholders

A. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection C.

B. If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving any purchase, redemption or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.

C. A distribution shall not be made if, after giving it effect, either:

1. The corporation would not be able to pay its debts as they become due in the usual course of business.

2. The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights on dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

D. The board of directors may base a determination that a distribution is not prohibited under subsection C either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances, which in the absence of special circumstances shall be generally accepted accounting principles or applicable regulatory accounting principles, or on a fair valuation or other method that is reasonable in the circumstances.

E. Except as provided in subsection G, the effect of a distribution under subsection C is measured:

1. In the case of distribution by purchase, redemption or other acquisition of the corporation's shares, as of the earlier of either:

(a) The date money or other property is transferred or debt is incurred by the corporation.

(b) The date the shareholder ceases to be a shareholder with respect to the acquired shares.

2. In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed.

3. In all other cases, as of either:

(a) The date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization.

(b) The date the payment is made if it occurs more than one hundred twenty days after the date of authorization.

F. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

G. Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection C if its terms provide that payments of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.
A.R.S. § 10-3805 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3805
10-3805 Terms of directors generally
Status: in_force

10-3805. Terms of directors generally

A. The terms of the initial directors of a corporation expire at the first election, appointment or designation of directors as provided in section 10-3804.

B. The articles of incorporation or bylaws shall specify the terms of directors. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Unless otherwise provided in the articles of incorporation or bylaws, directors may be elected for successive terms.

C. A decrease in the number of directors or term of office does not shorten the term of any incumbent director.

D. Except as provided in the articles of incorporation or bylaws:

1. The term of a director elected to fill a vacancy in the office of a director elected by members expires at the next election of directors by members.

2. The term of a director elected to fill any other vacancy expires at the end of the unexpired term that the director is filling.

E. Despite the expiration of a director's term, a director shall continue to hold office until the director's successor is elected, designated or appointed and qualifies, until the director's resignation or removal or until there is a decrease in the number of directors.
A.R.S. § 10-2703 — Arizona Code / Title 10 / Chapter 23 / Article 1 / Section 2703
10-2703 Special meetings of shareholders
Status: in_force

10-2703. Special meetings of shareholders

A. Special meetings of the shareholders of issuing public corporations may be called for any purpose or purposes under this chapter at any time by any of the following:

1. The president.

2. The secretary.

3. Two or more directors.

4. A person authorized in the articles of incorporation or bylaws to call special meetings.

5. A shareholder or shareholders holding ten per cent or more of the voting power of all shares, except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the board of directors for that purpose, must be called by twenty-five per cent or more of the voting power of all shares.

B. A shareholder or shareholders holding the voting power specified in subsection A, paragraph 5 may demand a special meeting of shareholders by written notice of demand given to the president or secretary of the issuing public corporation and containing the purposes of the meeting. Within thirty days after receipt of the demand by one of those officers, the board shall cause a special meeting of shareholders to be called and held on notice no later than ninety days after receipt of the demand, all at the expense of the issuing public corporation. If the board fails to call and hold a special meeting as required by this section, the shareholder or shareholders making the demand may call the meeting by giving notice as required, all at the expense of the issuing public corporation.
A.R.S. § 10-2059 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2059
10-2059 Officers of cooperative
Status: in_force

10-2059. Officers of cooperative

The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of directors.  If stated in the bylaws, the officers of the cooperative do not have to be directors.  Unless the bylaws provide otherwise, if a person holding any office ceases to be a director the person shall cease to hold the office.  The offices of secretary and treasurer may be held by the same person.  The board of directors may also elect or appoint all other officers, agents or employees it deems necessary or advisable and shall prescribe their powers and duties.  An officer may be removed from office and his successor may be elected in the manner prescribed in the bylaws.
A.R.S. § 10-3856 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3856
10-3856 Indemnification of officers
Status: in_force

10-3856. Indemnification of officers

A. A corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation as follows:

1. To the same extent as a director.

2. If the individual is an officer but not a director, to the further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:

(a) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding.

(b) Liability arising out of conduct that constitutes:

(i) Receipt by the officer of a financial benefit to which the officer is not entitled.

(ii) An intentional infliction of harm on the corporation or the members.

(iii) An intentional violation of criminal law.

B. Subsection A, paragraph 2 of this section applies to an officer who is also director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

C. An officer of a corporation who is not a director is entitled to mandatory indemnification under section 10-3852, subsection A and may apply to a court under section 10-3854 for indemnification or an advance for expenses, in each case to the same extent to which a director is entitled to indemnification or advance for expenses under those sections.
A.R.S. § 10-858 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 858
10-858 Application of article
Status: in_force

10-858. Application of article

A. A provision that treats a corporation's indemnification of or advance for expenses to directors and that is contained in its articles of incorporation, its bylaws, a resolution of its shareholders or board of directors or a contract or otherwise is valid only if and to the extent the provision is consistent with this article. If articles of incorporation limit indemnification or advances for expenses, indemnification and advances for expenses are valid only to the extent consistent with the articles.

B. This article does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.

C. This article does not limit a corporation's power to indemnify, advance expenses or maintain insurance on behalf of an employee or agent.
A.R.S. § 10-1809 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1809
10-1809 Capital units, transfers and encumbrances
Status: in_force

10-1809. Capital units, transfers and encumbrances

A. Until a statement substantially in the form set forth in subsection B of this section has been filed with the commission, any transfer, hypothecation, other voluntary encumbrance or security interest in or of any capital unit or units shall be void as to creditors and subsequent purchasers for valuable consideration without notice.

B. The statement of transfer, hypothecation or other voluntary encumbrance or security interest in or of any capital unit or units in a close corporation shall be acknowledged and be substantially in one of the following forms:

1. Transfer:

On the ___________________ day of _______________, _____________, the undersigned  (name of transferor)  transferred to  (name of transferee), whose address is  (address of transferee)   (all or a stated percentage) of the undersigned's interest in the capital units of (name of corporation), an Arizona close corporation.

(signature of transferor)

acknowledgment

2. Hypothecation, other voluntary encumbrance or security interest:

On the __________ day of _______________, ___________, the undersigned  (name of debtor) hypothecated and voluntarily encumbered to  (name of creditor)   (all or a stated percentage)  of the undersigned's interest in the capital units of  (name of corporation) , an Arizona close corporation.

(signature of debtor)

acknowledgment

C. Sections 47-8101 through 47-8407 and title 47, chapter 9, articles 3, 4 and 5 do not apply to any hypothecation, other voluntary encumbrance or any creation of a security interest in or of capital units of a close corporation. Title 47, chapter 9, article 6 applies to defaults and the rights and remedies for the enforcement of defaults.
A.R.S. § 10-721 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 721
10-721 Voting entitlement of shares
Status: in_force

10-721. Voting entitlement of shares

A. Except as provided in subsections B and C of this section or section 10-728 or 10-2725 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.

B. Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned directly or indirectly by a second corporation, domestic or foreign, and the first corporation owns directly or indirectly a majority of the shares entitled to vote for directors of the second corporation.

C. Subsection B of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

D. Redeemable shares are not deemed to be outstanding and are not entitled to vote after notice of redemption is mailed to the holders and an amount sufficient to redeem the shares has been deposited with any bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the certificates representing the shares, in the case of certificated shares.

E. Notwithstanding the other provisions of this section, a water users' association may provide in its articles of incorporation the qualifications of shareholders to vote, eliminate the right to vote by proxy, specify the locations where votes may be cast and limit voting to natural persons. A water users' association may adopt bylaws for the registration of voters and the method of holding elections.
A.R.S. § 10-3701 — Arizona Code / Title 10 / Chapter 30 / Article 1 / Section 3701
10-3701 Annual and regular meetings; exceptions
Status: in_force

10-3701. Annual and regular meetings; exceptions

A. Unless otherwise provided in the articles of incorporation or bylaws, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

B. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

C. A corporation may hold annual and regular membership meetings in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold annual and regular meetings at the corporation's principal office.

D. At regular meetings the members shall consider and act on any matter raised and that is consistent with the notice requirements of section 10-3705.

E. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

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. § 10-2138 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2138
10-2138 Prohibition of duplication of service
Status: in_force

10-2138. Prohibition of duplication of service

A generation and transmission cooperative organized pursuant to this article is expressly prohibited from supplying electric generation service in the certificated service territory of or to any corporation in the certificated service territory of or to any member of a member owned nonprofit cooperative corporation unless the cooperative has the consent of that corporation.
A.R.S. § 10-3634 — Arizona Code / Title 10 / Chapter 29 / Article 4 / Section 3634
10-3634 Dismissal
Status: in_force

10-3634. Dismissal

A. A derivative proceeding shall be dismissed by the court on motion by the corporation on any legal grounds, including if one of the groups specified in subsections B or F 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. Unless a panel is appointed pursuant to subsection F, the determination in subsection A shall be made by either:

1. A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum.

2. A majority vote of a committee consisting of two or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum.

C. None of the following shall by itself or collectively cause a director to be considered not independent for purposes of this section:

1. The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded.

2. The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded.

3. The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.

D. If a derivative proceeding is commenced after a determination has been made that rejects a demand by the complainants, the complaint shall allege with particularity facts that establish either:

1. That a majority of the board of directors did not consist of independent directors at the time the determination was made.

2. That the requirements of subsection A have not been met.

E. If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation has the burden of proving that the requirements of subsection A have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff has the burden of proving by clear and convincing evidence that the requirements of subsection A have not been met.

F. 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 that 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 for a determination made pursuant to this section.
A.R.S. § 10-2058 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2058
10-2058 Board of directors; compensation; term; quorum
Status: in_force

10-2058. Board of directors; compensation; term; quorum

A. The business of a cooperative shall be managed by a board of directors.  Unless the bylaws provide otherwise, each of the directors shall be a member of the cooperative or of another cooperative that is a member. The bylaws shall prescribe the number of directors, their qualifications other than those prescribed in this article and the manner of holding meetings of the board of directors and of electing successors to directors who resign or die or who are otherwise incapable of acting.  The bylaws may also provide for the removal of directors from office and for the election of their successors.

B. Unless the bylaws provide otherwise, the directors shall not receive salaries for services as directors and, except in emergencies, shall not be employed by the cooperative in any capacity involving compensation without the approval of the members.  The bylaws may allow a payment of a fee and provide that expenses of attendance may be allowed to each director for attendance at each meeting of the board of directors.

C. The directors of a cooperative named in the articles of incorporation, consolidation, merger or conversion shall hold office until successors are elected and qualify.  The bylaws shall prescribe the manner of electing directors and the number and terms of the directors, including whether the terms are staggered.  If stated in the bylaws, at each annual meeting, or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next annual meeting of the members, except as otherwise provided in this article.  Each director shall hold office for the term for which the director is elected and until a successor is elected and qualifies.  A director may resign at any time by delivering written notice to the board of directors, its presiding officer or the cooperative.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.

D. A majority of the board of directors shall constitute a quorum.

E. If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.

F. The board of directors may take any action without a meeting if the action would be allowed at a meeting and if before the board takes the action all of the directors who are normally required to approve the action at a meeting provide prior consent by signing a written statement that explains and approves the action.

G. The board of directors may exercise all the powers of a cooperative not conferred upon the members by this article, or its articles of incorporation or bylaws.

H. Any person who serves as a director or officer or who serves on a board or council in an advisory capacity to the cooperative or board of directors of a cooperative is immune from civil liability and is not subject to a suit directly or by way of contribution for any act or omission that results in damage or injury if that person was acting in good faith and within the scope of that person's official capacity and the damage or injury was not caused by the wilful conduct or gross negligence of that person. Nothing in this subsection limits or modifies in any manner the duties or liabilities of a director or person who serves in any advisory capacity to the cooperative or the cooperative members.  For the purposes of this subsection, "official capacity" means any decision, act or event the cooperative undertakes in furtherance of the purposes for which the cooperative is organized or operating.
A.R.S. § 10-2261 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2261
10-2261 Authorization to commence business
Status: in_force

10-2261. Authorization to commence business

A corporation formed under this chapter shall not begin the transaction of any business, except such as is incident to its organization or to the obtaining of members of subscriptions to or payment for its shares, until it certifies to the deputy director of financial institutions that there has been paid into the corporate treasury a minimum of $100,000 from the sale at par value of the capital stock of the corporation.
A.R.S. § 10-11802 — Arizona Code / Title 10 / Chapter 41 / Article 1 / Section 11802
10-11802 Managing and investing institutional funds; standard of conduct
Status: in_force

10-11802. Managing and investing institutional funds; standard of conduct

A. Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund.

B. In addition to complying with the duty of loyalty imposed by law other than in this chapter, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

C. In managing and investing an institutional fund, an institution may incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution and the skills available to the institution and shall make reasonable efforts to verify facts relevant to the management and investment of the fund.

D. An institution may pool two or more institutional funds for purposes of management and investment.

E. Except as otherwise provided by a gift instrument, the following apply:

1. In managing and investing an institutional fund, the following factors, if relevant, shall be considered:

(a) General economic conditions.

(b) The possible effect of inflation or deflation.

(c) The expected tax consequences, if any, of investment decisions or strategies.

(d) The role that each investment or course of action plays in the overall investment portfolio of the fund.

(e) The expected total return from income and the appreciation of investments.

(f) Other resources of the institution.

(g) The needs of the institution and the fund to make distributions and to preserve capital.

(h) An asset's special relationship or special value, if any, to the charitable purposes of the institution.

2. Management and investment decisions about an individual asset shall not be made in isolation but shall be made in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution.

3. Except as otherwise provided by law other than this chapter, an institution may invest in any kind of property or type of investment consistent with this section.

4. An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification.

5. Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio in order to bring the institutional fund into compliance with the purposes, terms and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this chapter.

6. A person that has special skills or expertise, or that is selected in reliance on the person’s representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.
A.R.S. § 10-3122 — Arizona Code / Title 10 / Chapter 24 / Article 2 / Section 3122
10-3122 Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services
Status: reserved

10-3122. Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services

A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following nonrefundable fees when the documents described in this subsection are delivered to the commission for filing or issuance:

Document                                          Fee

1. Articles of incorporation                               $ 30

2. Application for use of indistinguishable name           $ 10

3. Application for reserved name                           $ 10

4. Notice of transfer of reserved name                     $ 10

5. Application for registered name                         $ 10

6. Application for renewal of registered name              $ 10

7. Agent's statement of resignation                        $ 10

8. Amendment of articles of incorporation                  $ 25

9. Restatement of articles of incorporation

with amendment of articles                            $ 25

10. Statement of merger, interest exchange,

conversion, domestication or division if

the entity responsible for filing the

statement is a nonprofit corporation                  $100

11. Articles of dissolution                                $ 25

12. Articles of revocation of dissolution                        $ 25

13. Application for reinstatement following

administrative dissolution or revocation,

in addition to other fees and penalties due           $ 25

14. Application for authority                                    $150

15. Application for withdrawal                             $ 25

16. Annual report                                                $ 10

17. Articles of correction                                 $ 25

18. Application for certificate of good standing           $ 10

B. The commission shall collect a nonrefundable fee of twenty-five dollars each time process is served on it under chapters 24 through 42 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.  The fee collected pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state general fund.

C. The commission shall charge and collect fifty cents per page for copying documents on request.  The commission shall also charge five dollars plus fifty cents per page for certifying the copy of a filed document. The fees collected pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state general fund.

D. A penalty of one hundred dollars payable in addition to other fees accrues and is payable if a foreign corporation fails to file an amendment, restated articles that include an amendment, or articles of merger within sixty days of the time of filing in the jurisdiction in which the corporation is domiciled. The penalty collected pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state general fund.

E. Pursuant to section 10-122, subsection F, the commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to chapters 24 through 42 of this title.

F. Pursuant to section 10-122, subsection F, the commission may provide for and establish same day and next day services for the filing of any documents and services provided pursuant to chapters 24 through 42 of this title.

G. The commission may charge persons who access the commission's data processing system that is maintained pursuant to section 10-122.01 from remote locations and persons requesting special computer generated printouts, reports and tapes a reasonable fee that does not exceed the cost of the time, equipment and personnel necessary to provide this service or product as determined by the commission.

H. Except as provided in section 10-122.01, subsection B, paragraph 3, in addition to any fee charged pursuant to this section, the commission may charge and collect the following nonrefundable fees to help defray the cost of the improved data processing system that is maintained pursuant to section 10-122.01:

1. Filing articles of incorporation of a domestic corporation, ten dollars.

2. Filing an application of a foreign corporation for authority to transact business in this state, twenty-five dollars.

I. All monies received pursuant to subsections E through H of this section shall be deposited, pursuant to sections 35-146 and 35-147, in the public access fund established by section 10-122.01.

J. Fees charged pursuant to this section are exempt from section 39-121.03, subsection A, paragraph 3.

K. Any person may advance monies to the commission to pay fees required pursuant to this section for future filings and services.  All monies received pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the money on deposit account in the public access fund established by section 10-122.01.
A.R.S. § 10-11902 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11902
10-11902 Requirements for formation
Status: in_force

10-11902. Requirements for formation

A person vested with the legal title to property of a church or religious society in conformity with its constitution, canons, rites or regulations, and of a scientific research institution maintained solely for pure research and without expectation of pecuniary gain or profit, may make and subscribe to written articles of incorporation, acknowledge them as deeds are required to be acknowledged, file them in the office of the corporation commission and record a duplicate of the articles in the office of the county recorder of each county in which real property of the corporation is situated, together with an impression of the seal which it adopts.
A.R.S. § 10-1004 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1004
10-1004 Voting on amendments by voting groups
Status: in_force

10-1004. Voting on amendments by voting groups

A. The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by chapters 1 through 17 of this title, on a proposed amendment if the amendment would either:

1. Increase or decrease the aggregate number of authorized shares of the class.

2. Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.

3. Effect an exchange or reclassification, or create the right of exchange of all or part of the shares of another class into shares of the class.

4. Change the designations, rights, obligations, preferences or limitations of all or part of the shares of the class.

5. Change the shares of all or part of the class into a different number of shares of the same class.

6. Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class.

7. Increase rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class.

8. Limit or deny an existing preemptive right of all or part of the class.

9. Cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class.

B. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection A, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.

C. If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all of the series so affected must vote together as a single voting group on the proposed amendment.

D. A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
A.R.S. § 10-1507 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1507
10-1507 Known place of business and statutory agent of foreign corporation
Status: in_force

10-1507. Known place of business and statutory agent of foreign corporation

Each foreign corporation authorized to transact business 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 corporation formed under this title.

(c) A foreign corporation authorized to transact business 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. § 10-2727 — Arizona Code / Title 10 / Chapter 23 / Article 2 / Section 2727
10-2727 Redemption
Status: in_force

10-2727. Redemption

A. Unless otherwise expressly provided in the articles of incorporation or in bylaws approved by the shareholders of an issuing public corporation, the issuing public corporation may call for redemption of all but not less than all shares referred to in section 10-2725, subsection A acquired in a control share acquisition at a redemption price equal to the market value of the shares at the time the call for redemption is given if either:

1. An information statement has not been delivered to the issuing public corporation by the acquiring person by the tenth day after the control share acquisition.

2. An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to section 10-2725, subsection B.

B. If exercising its redemption right pursuant to this section, the issuing public corporation shall give the acquiring person written notice of the call for redemption within thirty days after the event giving the issuing public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty days after the call is given.
A.R.S. § 10-11401 — Arizona Code / Title 10 / Chapter 37 / Article 1 / Section 11401
10-11401 Dissolution by incorporators or directors and third persons
Status: in_force

10-11401. Dissolution by incorporators or directors and third persons

A. A majority of the incorporators or initial directors of a corporation that has not commenced activities or the board of directors of a corporation that has no members or has no members entitled to vote on dissolution or that has not commenced activities may dissolve the corporation by delivering to the commission for filing articles of dissolution. An incorporator or a director, whose signature shall be acknowledged, shall execute the articles of dissolution, and the articles shall set forth all of the following:

1. The name of the corporation.

2. The date of its incorporation.

3. Either:

(a) That the corporation has no members.

(b) That the corporation has no members entitled to vote on dissolution.

(c) That the corporation has not commenced activities.

4. That the dissolution was duly authorized by act of the board of directors or a majority of the incorporators or initial directors and, if required by section 10-11030, act of any other persons.

B. The board of directors, incorporators or initial directors in approving the dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

C. Authorization of dissolution pursuant to this section shall require the approval in writing by any person or persons whose approval is required for dissolution.
A.R.S. § 10-11405 — Arizona Code / Title 10 / Chapter 37 / Article 1 / Section 11405
10-11405 Effect of dissolution
Status: in_force

10-11405. Effect of dissolution

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

1. Preserving and protecting its assets and minimizing its liabilities.

2. Discharging or making provision for discharging its liabilities and obligations.

3. Disposing of its properties that will not be distributed in kind.

4. Returning, transferring or conveying assets held by the corporation on a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition.

5. Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws.

6. If no provision has been made in its articles of incorporation or bylaws for distribution of assets on dissolution and the corporation is organized for charitable, religious, eleemosynary, benevolent, educational or similar purposes, to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation.

7. If no provision has been made in its articles of incorporation or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving.

8. Doing every other act necessary to wind up and liquidate its assets and affairs.

B. Dissolution of a corporation does not:

1. Transfer title to the corporation's property, except as provided in section 10-11421.

2. Subject its directors or officers to standards of conduct that are different from those prescribed in chapter 31 of this title.

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

4. Prevent commencement of a proceeding by or against the corporation in its corporate name or any officers, directors or members or affect applicable statutes of limitations.

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

6. Terminate the authority of the statutory agent of the corporation.
A.R.S. § 10-2133 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2133
10-2133 Nonprofit operation
Status: in_force

10-2133. Nonprofit operation

A generation and transmission cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a generation and transmission cooperative or its contracts with consumers shall contain such provisions relative to the disposition of revenues and receipts as are necessary and appropriate to establish and maintain its nonprofit and cooperative character.
A.R.S. § 10-3705 — Arizona Code / Title 10 / Chapter 30 / Article 1 / Section 3705
10-3705 Notice of meeting
Status: in_force

10-3705. Notice of meeting

A. Except as provided in section 33-2208, a corporation shall notify members of the date, time and place of each annual, regular and special members' meeting at least ten days but not more than sixty days before the meeting date.  Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise, the corporation shall give notice only to members entitled to vote at the meeting.

B. Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise, the notice of an annual or regular meeting does not require 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 10-3703 or 10-3707, the record date for determining members entitled to notice of and to vote at an annual, regular or special members' meeting is the day before the effective date of the first notice to the members.

E. Unless the bylaws require otherwise, if an annual, regular or special members' meeting is adjourned to a different date, time or place, a notice of the new date, time or place is not required if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 10-3707, the corporation shall give notice of the adjourned meeting pursuant to this section to persons who are members as of the new record date.
A.R.S. § 10-2144 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2144
10-2144 Filing of articles
Status: in_force

10-2144. Filing of articles

Articles of incorporation, amendment, consolidation, merger, conversion or dissolution, when executed by the cooperative, shall be delivered to the corporation commission for filing. If the corporation commission finds that the articles presented conform to the requirements of this article, it shall, on the payment of the required fees, file the articles, and on filing, the incorporation, amendment, consolidation, merger, conversion or dissolution becomes effective. This section also applies to a certificate of election to dissolve as provided in section 10-2143, subsection B, paragraph 2.
A.R.S. § 10-3720 — Arizona Code / Title 10 / Chapter 30 / Article 2 / Section 3720
10-3720 Members' list for meeting
Status: in_force

10-3720. Members' 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 members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting another list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting and the corporation shall prepare that list on the same basis and make it a part of the list of members.

B. For the purpose of communication with other members concerning the meeting the corporation shall make the list of members available for inspection by any member at the corporation's principal office or at another place identified in the meeting notice in the city where the meeting will be held. On written demand a member, a member's agent or a member's attorney may inspect and, subject to the limitations of section 10-11602, subsection C, and section 10-11605, may copy the list, during regular business hours and at the member's expense, during the period it is available for inspection.

C. The corporation shall make the list of members available at the meeting, and any member, a member's agent or a member's attorney may inspect the list at any time during the meeting or during any adjournment.

D. If the corporation refuses to allow a member, a member's agent or a member's attorney to inspect the list of members 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 is located, or if no principal office is located in this state, the court in the county where a corporation's known place of business is located, on application of the member, 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 comply with this section does not affect the validity of any action taken at the meeting.

F. The articles of incorporation or bylaws of a corporation organized primarily for religious purposes may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
A.R.S. § 10-11804 — Arizona Code / Title 10 / Chapter 41 / Article 1 / Section 11804
10-11804 Delegation of management and investment functions
Status: in_force

10-11804. Delegation of management and investment functions

A. Subject to any specific limitation set forth in a gift instrument or in law other than this chapter, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances.  An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in all of the following:

1. Selecting an agent.

2. Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund.

3. Periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation.

B. In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.

C. An institution that complies with subsection A is not liable for the decisions or actions of an agent to which the function was delegated.

D. By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function.

E. An institution may delegate management and investment functions to its committees, officers or employees as authorized by law of this state other than this chapter.
A.R.S. § 10-810 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 810
10-810 Vacancy on board
Status: in_force

10-810. Vacancy on board

A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, either:

1. The shareholders 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, they may fill the vacancy by the affirmative vote of a majority of all of the directors remaining in office.

B. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

C. A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 10-807, subsection B or otherwise may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

D. If at any time by reason of death or resignation or other cause a corporation has no directors in office, any officer or any shareholder may call a special meeting of shareholders.
A.R.S. § 10-701 — Arizona Code / Title 10 / Chapter 7 / Article 1 / Section 701
10-701 Annual meeting
Status: in_force

10-701. Annual meeting

A. A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.

B. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's known place of business.

C. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

D. Any water users' association may provide in its articles of incorporation or bylaws for any method of electing its governing body or bodies on a biannual or more frequent basis, in which event the water users' association has no obligation to hold an annual meeting notwithstanding subsection A of this section and section 10-803. Whenever a meeting of shareholders is required or permitted under this chapter, a water users' association, without conducting such a meeting, may accomplish the purpose of such meeting through an election by its shareholders pursuant to its articles of incorporation.
A.R.S. § 10-1021 — Arizona Code / Title 10 / Chapter 10 / Article 2 / Section 1021
10-1021 Bylaw increasing quorum or voting requirement for shareholders
Status: repealed

10-1021. Bylaw increasing quorum or voting requirement for shareholders

A. If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by chapters 1 through 17 of this title. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for shareholders shall meet the same quorum requirement and shall be adopted by the same vote and voting groups 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 shareholders under subsection A shall not be adopted, amended or repealed by the board of directors.
A.R.S. § 10-11908 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11908
10-11908 Officer; director; law applicable to corporations sole
Status: in_force

10-11908. Officer; director; law applicable to corporations sole

A. The person comprising the corporation sole is the only director and officer for the corporation sole unless the articles or bylaws of the corporation sole contain a contrary designation.

B. Corporations sole that are organized pursuant to this article are subject to chapters 24 through 40 of this title except to the extent this article modifies or differs from the provisions of chapters 24 through 40, in which case this article prevails.
A.R.S. § 10-727 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 727
10-727 Greater quorum or voting requirements
Status: in_force

10-727. Greater quorum or voting requirements

A. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by chapters 1 through 17 of this title.

B. An amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
A.R.S. § 10-1402 — Arizona Code / Title 10 / Chapter 14 / Article 1 / Section 1402
10-1402 Dissolution by board of directors and shareholders
Status: in_force

10-1402. Dissolution by board of directors and shareholders

A. A corporation's board of directors may propose dissolution for submission to the shareholders.

B. For a proposal to dissolve to be adopted both:

1. The board of directors shall recommend dissolution to the shareholders, 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 shareholders.

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

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

D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 10-705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation.

E. Unless the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or a vote by voting groups, the proposal to dissolve, in order to be adopted, shall be approved by a majority of all of the votes entitled to be cast on that proposal.
A.R.S. § 10-11907 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11907
10-11907 Succession of title to religious property held by person not incorporated as corporation sole
Status: in_force

10-11907. Succession of title to religious property held by person not incorporated as corporation sole

In case of the death, resignation or removal of a person who, at the time of his death, resignation or removal, was holding the title to property for the use or benefit of any church or religious society not incorporated as a corporation sole, the title to such property held by him shall not revert to the donor, nor vest in the heirs of the deceased person, but shall be deemed to be in abeyance after the death, resignation or removal until his successor is duly appointed to fill the vacancy. Upon appointment of a successor, the title to all property held by his predecessor shall at once, without any other act or deed, vest in the person appointed to fill the vacancy.
A.R.S. § 10-3833 — Arizona Code / Title 10 / Chapter 31 / Article 3 / Section 3833
10-3833 Liability for unlawful distributions
Status: in_force

10-3833. Liability for unlawful distributions

A. A director who votes for or assents to a distribution made in violation of sections 10-11301 and 10-11302 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating sections 10-11301 and 10-11302 or the articles of incorporation if it is established that the director's duties were not performed in compliance with section 10-3830.

B. A director of a corporation who is present at a meeting of its board of directors at which action on any distribution in violation of section 10-11301 is taken is presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the secretary of the meeting before the adjournment of the meeting or forwards the dissent by registered or certified mail to the secretary of the corporation before 5:00 p.m. of the next business day after the adjournment of the meeting. The right to dissent does not apply to a director who voted in favor of the action.

C. A director who is held liable under subsection A of this section for an unlawful distribution is entitled to contribution from:

1. Every other director who could be held liable under subsection A of this section for the unlawful distribution.

2. Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of sections 10-11301 and 10-11302 or the articles of incorporation.

D. A proceeding under this section is barred unless it is commenced within two years after the date on which the distribution is made.
A.R.S. § 10-3844 — Arizona Code / Title 10 / Chapter 31 / Article 4 / Section 3844
10-3844 Contract rights of officers
Status: in_force

10-3844. Contract rights of officers

A. The appointment of an officer does not itself create contract rights.

B. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
A.R.S. § 10-603 — Arizona Code / Title 10 / Chapter 6 / Article 1 / Section 603
10-603 Issued and outstanding shares
Status: in_force

10-603. Issued and outstanding shares

A. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.

B. The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection C of this section and to section 10-640.

C. At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation on dissolution must be outstanding.
A.R.S. § 10-11253 — Arizona Code / Title 10 / Chapter 35.1 / Article 1 / Section 11253
10-11253 Public hearing; notice; requirements; summary report
Status: in_force

10-11253. Public hearing; notice; requirements; summary report

A. No later than ninety days before the anticipated closing of the intended transaction, any nonprofit health care entity that intends to engage in any of the transactions described in section 10-11252, subsection A shall give written notice to the director of the department of health services and the attorney general. The written notice shall include all of the following information:

1. The names, addresses and telephone numbers of the parties to the intended transaction.

2. The names, addresses and telephone numbers of the attorneys or other persons who represent the parties in connection with the intended transaction.

3. A general summary of the intended transaction.

4. A general description of the assets involved in the intended transaction and the intended use of the assets after the closing of the intended transaction.

5. A general summary of all collateral transactions that relate to the intended transaction, including the names, addresses and telephone numbers of the parties involved in the collateral transactions.

6. The anticipated date of completion of the intended transaction.

B. The notice and information required pursuant to subsection A of this section and information submitted pursuant to subsection H of this section are public records.

C. Within thirty days after the nonprofit health care entity sends the written notice prescribed in subsection A of this section, the parties to the intended transaction shall:

1. Select a hearing officer to conduct the public hearing required by this section and determine a time and place within this state for the public hearing with the agreement of the director of the department of health services.

2. Publish a notice of the time and place for the public hearing at least three consecutive times in at least one newspaper of general circulation in the county in which the nonprofit health care entity has its principal place of business.

D. The hearing officer shall hold the public hearing within ten days after the last publication of the public notice.

E. The purpose of the public hearing is to provide the information described in subsection F of this section and to receive comments from the public and other interested parties.

F. The parties shall present written summary information at the public hearing that sets forth all of the following:

1. The extent to which the intended transaction impacts community benefit activities and is consistent with community benefit purposes, including a description of the resources that will be committed to community benefit purposes following the intended transaction.

2. Whether the intended transaction creates or has the likelihood of creating an adverse effect on the access to or availability or cost of health care services.

3. Whether any director, officer, agent or employee of the entity will receive any community benefit asset or will benefit directly or indirectly from the intended transaction, except for the receipt of compensation for professional services relating to the intended transaction for normal compensation for services rendered.

4. The extent to which the nonprofit health care entity used due diligence in the selection of the entity that will receive any community benefit asset and in the negotiation of the price and other terms and conditions of the transaction.

5. The extent to which the parties will continue to use the nonprofit health care entity's community benefit assets for community benefit purposes following the intended transaction, or, if applicable, the proceeds of the disposition of the assets will be deposited in a community benefit organization for community benefit purposes.

6. Whether any initial board of directors members of any entity changed or created by the intended transaction will reside in or near the communities affected by the intended transaction.

7. That any community benefit organization established to hold the proceeds of the disposition of assets is organized for community benefit purposes as required under federal and state law.

G. The attorney general may present information at the public hearing.

H. The hearing officer conducting the public hearing shall compile a summary report of the public hearing proceedings and shall transmit the summary report, a notice of completion and copies of all written information presented at the hearing to the director of the department of health services and the attorney general.

I. The parties to the intended transaction shall pay for all costs associated with the hearing officer, notice, publication of notice, public hearing and summary report.
A.R.S. § 10-1530 — Arizona Code / Title 10 / Chapter 15 / Article 3 / Section 1530
10-1530 Grounds for revocation
Status: in_force

10-1530. Grounds for revocation

The commission may commence a proceeding under section 10-1531 to revoke the authority of a foreign corporation to transact business in this state if any of the following conditions exist:

1. The foreign corporation does not deliver its annual report to the commission within the time required by chapters 1 through 17 of this title.

2. The foreign corporation does not pay any fees or penalties imposed by chapters 1 through 17 of this title when they become due and payable.

3. The foreign corporation is without a statutory agent or known place of business in this state for sixty days or more.

4. The foreign corporation does not inform the commission that its statutory agent or known place of business has changed or that its statutory agent has resigned within sixty days after the change or resignation.

5. The foreign corporation has failed to make any publication required by this title, provided the commission has notified the foreign corporation of the intent of the commission to commence a revocation proceeding for that reason and the foreign corporation has failed to file an affidavit or other appropriate evidence of publication within sixty days after that notice.

6. An incorporator, director, officer or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the commission for filing.

7. The commission receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

8. The corporation has failed to file a certificate of disclosure or answer interrogatories as prescribed in chapters 1 through 17 of this title.

9. Any officer or other representative of the corporation has made any misrepresentation of a material matter in any application, report or other document submitted by the corporation pursuant to chapters 1 through 17 of this title.

10. The corporation has failed to pay fees, penalties and costs required under this chapter or to comply with section 10-1520, subsection F or the commission has not received the notice required by section 10-1520, subsection C within six months after filing the application for withdrawal.
A.R.S. § 10-801 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 801
10-801 Board of directors
Status: in_force

10-801. Board of directors

A. Notwithstanding section 10-732, each corporation shall have a board of directors.

B. All corporate powers shall be exercised by or under the authority of and the business and affairs of the corporation shall be managed under the direction of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under section 10-732.
A.R.S. § 10-2150 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2150
10-2150 Nonprofit electric generation and transmission cooperative corporations; annual report
Status: in_force

10-2150. Nonprofit electric generation and transmission cooperative corporations; annual report

Each nonprofit electric generation and transmission cooperative corporation incorporated pursuant to this article shall deliver to the commission for filing an annual report as required by section 10-11622.
A.R.S. § 10-725 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 725
10-725 Quorum and voting requirements for voting groups
Status: in_force

10-725. Quorum and voting requirements for voting groups

A. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if the quorum of those shares exists with respect to that matter. Unless the articles of incorporation or chapters 1 through 17 of this title provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

B. Unless otherwise provided in the articles of incorporation or bylaws, once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

C. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or chapters 1 through 17 of this title require a greater number of affirmative votes.

D. An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection A or C of this section is governed by section 10-727.

E. The election of directors is governed by section 10-728.
A.R.S. § 10-2131 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2131
10-2131 Officers of a generation and transmission cooperative
Status: in_force

10-2131. Officers of a generation and transmission cooperative

The officers of a generation and transmission cooperative consist of a president, vice-president, secretary and treasurer, who are elected annually by and from the board of directors. If stated in the bylaws, the officers of the cooperative do not need to be members of the board of directors. Unless the bylaws provide otherwise, if a person holding any office ceases to be a director, the person ceases to hold the office. The offices of secretary and treasurer may be held by the same person. The board of directors may also elect or appoint such other officers, agents or employees it deems necessary or advisable and shall prescribe their powers and duties. An officer may be removed from office and the officer's successor may be elected in the manner prescribed in the bylaws.
A.R.S. § 10-11202 — Arizona Code / Title 10 / Chapter 35 / Article 1 / Section 11202
10-11202 Sale of assets other than in regular course of activities
Status: in_force

10-11202. Sale of assets other than in regular course of activities

A. On the terms and conditions and for the consideration determined by the corporation's board of directors, a corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular course of its activities.

B. For a proposed transaction to be approved, all of the following shall have occurred:

1. The board of directors shall approve the transaction. If the members of the corporation are entitled to vote on the proposed transaction, the board of directors shall submit the proposed transaction for approval by its members and shall recommend the proposed transaction to the members, unless the board of directors determines that because of a conflict of interest or other special circumstances it should not make a recommendation and communicates the basis for its determination to the members with the plan.

2. If the members of the corporation are entitled to vote on the proposed transaction, the members entitled to vote on the proposed transaction shall approve the proposed transaction.

3. Each person whose approval is required by the articles of incorporation for the sale, lease, exchange or other disposal shall approve the proposed transaction in writing.

C. The board of directors may condition its submission of the proposed transaction on any basis.

D. If the corporation submits the transaction for member action at a membership meeting, the corporation shall notify each member to which the proposed transaction is to be submitted for approval of the proposed membership meeting in accordance with section 10-3705. The notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed transaction and shall contain or be accompanied by a copy or summary of a description of the transaction.

E. Unless chapters 24 through 40 of this title, 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, a majority of the votes cast or a majority of the voting power of the class, whichever is less, shall approve the proposed transaction to be authorized.

F. At any time before consummation of the sale, lease, exchange or other disposition of property, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction, in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.

G. A transaction that constitutes a distribution is governed by sections 10-11301 and 10-11302 and not by this section.

H. Except as provided in subsection K of this section and chapter 35.1 of this title, any person who intends to purchase, lease or otherwise acquire all or substantially all of the assets of a tax-exempt corporation described in section 501(c)(3) of the internal revenue code of 1986, or all or substantially all of the assets located in this state of a tax-exempt foreign corporation described in section 501(c)(3) of the internal revenue code of 1986 and is conducting affairs in this state, shall comply with subsection B of this section before such a purchase, lease or acquisition if either:

1. The person is a tax-exempt organization described in section 501(c)(3) of the internal revenue code of 1986 but intends to use in an unrelated trade or business, determined by applying section 513(a) of the internal revenue code of 1986 to such organization, any substantial portion of the assets to be acquired which were not being used in an unrelated trade or business of the corporation or foreign corporation conveying the assets immediately before the proposed purchase, lease or acquisition.

2. The person is not a tax-exempt organization described in section 501(c)(3) of the internal revenue code of 1986.

I. A person subject to the requirements of subsection H of this section shall give public notice of the intended transaction in accordance with subsection J of this section and shall hold a public hearing on the intended transaction no less than ten days after the first publication of the notice and no less than ten days before the intended purchase, lease or acquisition occurs. The sole purpose of the public hearing is to receive public comment regarding the proposed transaction. The public hearing shall be held before at least two representatives of the person intending to purchase, lease or otherwise acquire the assets of the corporation or foreign corporation and at least two representatives of the corporation or foreign corporation.

J. Notice of the intended transaction shall include the time, date and place of the public hearing, the names of the parties to the transaction, a general summary of the intended transaction, a general description of the assets to be purchased, leased or otherwise acquired and a general description of the intended use of the assets after the completion of the transaction. The notice shall be published three consecutive times in a newspaper of general circulation in the county of the known place of business of the corporation or foreign corporation from which the assets are intended to be purchased, leased or otherwise acquired. The first notice shall be published no less than twenty days before the intended purchase, lease or acquisition occurs.

K. The requirements of subsections I and J of this section do not apply to the purchase, lease or other acquisition of assets under this section from a domestic or foreign corporation as provided in this section if any of the following applies:

1. The transaction involves assets having a book value at the time of the transaction, net of accumulated depreciation, of less than two million dollars.

2. The transaction is in the usual course of business of the transferor or in connection with the mortgage or pledge of any or all property and assets of the corporation or foreign corporation whether or not in its usual and regular course of business.

3. The transferor has assets immediately prior to such transaction, with a book value of more than ten million dollars, net of accumulated depreciation.

4. The transaction is to enable the transferor to finance the purchase of assets or to refinance assets already owned by it, or if, after the transaction has been completed, the transferor continues to have possession of the assets purchased, leased or otherwise acquired or used in the usual and regular course of its business.

5. The transferor offers goods or services only to members who are entitled to vote for its board of directors.

6. The transferor is organized for religious purposes and does not have, as a substantial portion of its business, the offering of goods or services on a regular basis to the public for remuneration.

7. The purchase, lease or sale of assets as described in subsection A of this section by the United States, this state, a political subdivision of this state or an agency or instrumentality of such a governmental entity.

8. The purchase, lease or sale of assets as described in subsection A of this section by a hospital, medical, dental or optometric service corporation licensed pursuant to title 20, chapter 4, article 3.

L. For the purposes of subsection K, paragraph 6 of this section:

1. Goods and services shall include, but are not limited to, medical, hospital, dental or counseling or social services offered on a regular basis to the public for remuneration.

2. A transferor organized for religious purposes includes a corporation or foreign corporation that controls or is controlled directly or indirectly by a corporation or foreign corporation organized for religious purposes.

M. The exemption provided by subsection K, paragraph 7 of this section does not apply to a corporation or foreign corporation that provides services to or operates assets of such a governmental entity pursuant to a lease or contract.
A.R.S. § 10-2016 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2016
10-2016 Marketing contracts; remedies for breach
Status: in_force

10-2016. Marketing contracts; remedies for breach

A. The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over ten years, all or any specified part of their agricultural products, their specified commodities or their manufactured goods exclusively to or through the association or its facilities.

B. The membership contract may provide for membership for a longer period than ten years but not exceeding thirty years, if the contract provides opportunity to the members for withdrawal at least once each year.

C. The contract may provide that the association may sell the products of its members, with or without taking title thereto, and pay to its members the average sale price based on grade and quantity, after deducting all necessary selling, overhead and other costs and expenses.

D. When provided in the bylaws, the marketing contract may fix, as liquidated damages, specific sums to be paid by the members to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products, and that the member will pay all costs, premiums for bonds, expenses and fees if an action is brought upon the contract by the association, and such provision shall be valid and enforceable in the courts.

E. In event of a breach, or threatened breach, of the marketing contract by a member, the association may apply for an injunction to prevent the further breach of the contract, and to enforce specific performance thereof.
A.R.S. § 10-3630 — Arizona Code / Title 10 / Chapter 29 / Article 4 / Section 3630
10-3630 Definitions
Status: in_force

10-3630. 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 10-3637, 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.
A.R.S. § 10-703 — Arizona Code / Title 10 / Chapter 7 / Article 1 / Section 703
10-703 Court ordered meeting
Status: in_force

10-703. Court ordered meeting

A. The court in the county where a corporation's known place of business is located may summarily order either:

1. An annual meeting to be held on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of three months after the date specified for the annual meeting in the bylaws or fifteen months after its last annual meeting.

2. A special meeting to be held on application of a shareholder who signed a demand for a special meeting valid under section 10-702, if either:

(a) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary.

(b) The special meeting was not held in accordance with the notice.

B. The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters and enter other orders necessary to accomplish the purpose or purposes of the meeting.
A.R.S. § 10-2723 — Arizona Code / Title 10 / Chapter 23 / Article 2 / Section 2723
10-2723 Meeting of shareholders
Status: in_force

10-2723. Meeting of shareholders

If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to section 10-2722 and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the issuing public corporation's expenses of a special meeting, except the expenses of the issuing public corporation in opposing approval of the control share acquisition, within thirty days after receipt by the issuing public corporation of the information statement, a special meeting of the shareholders of the issuing public corporation shall be called pursuant to section 10-2703, for the purpose of considering the voting rights to be accorded to shares referred to in section 10-2725, subsection A acquired or to be acquired pursuant to the control share acquisition. The special meeting shall be held no later than ninety days after receipt of the information statement, unless the acquiring person agrees to a later date. If no request for a special meeting is made, consideration of the voting rights to be accorded to shares referred to in section 10-2725, subsection A acquired or to be acquired pursuant to the control share acquisition shall be presented at the next special or annual meeting of the shareholders, unless the matter of the voting rights becomes moot. The notice of the meeting shall be accompanied at a minimum by a copy of the information statement and a copy of any amendment to the information statement previously delivered to the issuing public corporation and a statement disclosing that the board of directors of the issuing public corporation recommends approval of, expresses no opinion and is remaining neutral toward, recommends rejection of or is unable to take a position with respect to according voting rights to shares referred to in section 10-2725, subsection A acquired or to be acquired in the control share acquisition. The notice of any meeting required by this section shall be given at least thirty days before the meeting.
A.R.S. § 10-2230 — Arizona Code / Title 10 / Chapter 20 / Article 4 / Section 2230
10-2230 Directors and officers
Status: in_force

10-2230. Directors and officers

At least one-half of the directors of a professional corporation and its president, if any, shall be licensed in this or another state to render a professional service described in the corporation's articles of incorporation.
A.R.S. § 10-706 — Arizona Code / Title 10 / Chapter 7 / Article 1 / Section 706
10-706 Waiver of notice
Status: in_force

10-706. Waiver of notice

A. A shareholder may waive any notice required by chapters 1 through 17 of this title, the articles of incorporation or the bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the shareholder entitled to the notice and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

B. A shareholder's attendance at a meeting:

1. Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

2. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
A.R.S. § 10-3843 — Arizona Code / Title 10 / Chapter 31 / Article 4 / Section 3843
10-3843 Resignation and removal of officers
Status: in_force

10-3843. Resignation and removal of officers

A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event. If a resignation is made effective at a later date or event and the corporation accepts the later effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

B. A board of directors may remove any officer at any time with or without cause.
A.R.S. § 10-2132 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2132
10-2132 Bylaws
Status: repealed

10-2132. Bylaws

The board of directors shall adopt the first bylaws of a generation and transmission cooperative to be adopted following incorporation, conversion, merger or consolidation.  Thereafter, bylaws shall be adopted, amended or repealed either by the board of directors or by a majority of the members acting through their voting delegates present in person or by proxy at any regular meeting or special meeting called for that purpose at which a quorum is present.  The bylaws shall state the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the generation and transmission cooperatives if the provisions are not inconsistent with this article or with articles of incorporation.
A.R.S. § 10-626 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 626
10-626 Shares without certificates
Status: in_force

10-626. Shares without certificates

A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates.  The authorization does not affect shares already represented by certificates until these certificates are surrendered to the corporation.

B. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by section 10-625, subsections B and C, and, if applicable, section 10-627.
A.R.S. § 10-2254 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2254
10-2254 Capital stock
Status: in_force

10-2254. Capital stock

The capital stock of a corporation shall be not less than one hundred thousand dollars to be evidenced by shares, having a par value of not less than ten dollars each.
A.R.S. § 10-11201 — Arizona Code / Title 10 / Chapter 35 / Article 1 / Section 11201
10-11201 Sale of assets in regular course of activities and mortgage of assets
Status: in_force

10-11201. Sale of assets in regular course of activities and mortgage of assets

A. On the terms and conditions and for the consideration determined by the board of directors, a corporation may:

1. Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities.

2. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.

3. Transfer any or all of its property to a corporation all the shares of memberships of which are owned by the corporation.

B. Unless the articles of incorporation require it, approval by the members or any other person of a transaction described in subsection A is not required.
A.R.S. § 10-2146 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2146
10-2146 Exemption from securities regulations
Status: in_force

10-2146. Exemption from securities regulations

The provisions of title 44, chapter 12 do not apply to any note, bond or other evidence of indebtedness issued by a generation and transmission cooperative doing business in this state pursuant to this article, to the United States or any agency or instrumentality of the United States or to any mortgage, deed of trust or other instrument executed to secure the note, bond or other evidence of indebtedness, and such provisions do not apply to the issuance of membership certificates or other evidence of member interest by a generation and transmission cooperative.
A.R.S. § 10-1631 — Arizona Code / Title 10 / Chapter 16 / Article 3 / Section 1631
10-1631 Civil liability for false statements
Status: in_force

10-1631. Civil liability for false statements

A. If any report, certificate or other statement made or public notice given by the officers or directors of a corporation is false in a material representation or if any book, record or account of the corporation is knowingly or wrongfully altered, the officers, directors or agents knowingly or wrongfully authorizing, signing or making the false report, certificate, other statement or notice or authorizing or making the wrongful alteration are jointly and severally personally liable to a person who has become a creditor or shareholder of the corporation on the faith of the false material representation or alteration for all damages resulting.

B. An action for the liability imposed by this section shall be commenced within two years after discovery of the false representation or alteration and within six years after the certificate, report, public notice or other statement or the alteration has been made or given by the officers, directors or agents of the corporation.
A.R.S. § 10-3703 — Arizona Code / Title 10 / Chapter 30 / Article 1 / Section 3703
10-3703 Court ordered meeting; costs; attorney fees
Status: in_force

10-3703. Court ordered meeting; costs; attorney fees

A. The court in the county where a corporation's principal office is located, or if the corporation has no principal office in this state, the court in the county where the corporation's known place of business is located, may summarily order a meeting to be held on application by any of the following:

1. Any member, if an annual meeting was not held within fifteen months after its last annual meeting.

2. Any member, if a regular meeting is not held within forty days after the date it was required to be held.

3. A member who signed a demand for a special meeting that is valid under section 10-3702 or a person or persons entitled to call a special meeting, if either:

(a) Notice of the special meeting was not given within thirty days after the date that the demand was delivered to a corporate officer.

(b) The special meeting was not held in accordance with the notice.

B. The court may:

1. Fix the time and place of the meeting.

2. Specify a record date for determining members entitled to notice of and to vote at the meeting.

3. Prescribe the form and content of the meeting notice.

C. If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order.
A.R.S. § 10-2701 — Arizona Code / Title 10 / Chapter 23 / Article 1 / Section 2701
10-2701 Definitions
Status: in_force

10-2701. Definitions

In this chapter, unless the context otherwise requires:

1. "Acquiring person" means a person that makes or proposes to make a control share acquisition. If two or more persons act as a partnership, syndicate or other group pursuant to any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, for the purposes of acquiring, owning or voting shares of an issuing public corporation, all members of the partnership, syndicate or other group constitute a person. Acquiring person does not include a licensed broker or dealer or licensed underwriter that purchases shares of an issuing public corporation solely for purposes of resale to the public and that is not acting in concert with an acquiring person.

2. "Affiliate" means a person that directly or indirectly controls, is controlled by or is under common control with a specified person.

3. "Announcement date", when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination.

4. "Associate", when used to indicate a relationship with any person, means any of the following:

(a) Any corporation or entity of which the person is an officer, director or partner or is, directly or indirectly, the beneficial owner of ten per cent or more of any class or series of shares or other equity interest.

(b) Any trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or personal representative or in a similar fiduciary capacity.

(c) Any relative or spouse of the person, or any relative of the spouse, residing in the home of the person.

5. "Beneficial owner", "beneficial ownership" and "beneficially owned", when used with respect to shares, refers to any of the following:

(a) A person who, directly or indirectly through any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of the shares, or has or shares the power to dispose of or direct the disposition of the shares, except that:

(i) A person is not deemed the beneficial owner of shares tendered pursuant to a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange.

(ii) A person is not deemed the beneficial owner of shares with respect to which the person or any of the person's affiliates or associates has the power to vote or direct the voting arising solely from a revocable proxy given in response to a proxy solicitation required to be made and made in accordance with the applicable rules and regulations under the securities exchange act of 1934 and is not then reportable under that act on a schedule 13d or comparable report.

(iii) A person is not deemed the beneficial owner of shares to be issued to or transferred to the person or any of the person's affiliates or associates pursuant to terms of an agreement and plan of merger between the person and the issuing public corporation unless the merger is effective.

(b) A person who presently has the right to acquire shares through the exercise of options, warrants or rights, the conversion of convertible securities or otherwise. The shares subject to the options, warrants, rights or conversion privileges held by a person are deemed to be outstanding for the purpose of computing the percentage of outstanding shares of the class or series owned or voting power held by the person but are not deemed to be outstanding for the purpose of computing the percentage of the class or series owned or voting power held by any other person.

(c) A person whose relative or spouse, or any relative of the spouse, residing in the home of the person is the beneficial owner of the shares.

(d) A person who owns ten per cent or more of the total beneficial interest in or serves as trustee or personal representative in any trust or estate beneficially owning the shares.

(e) A person who owns ten per cent or more of the equity in any corporation or entity beneficially owning the shares.

(f) A person who is an affiliate of the person beneficially owning the shares.

6. "Business combination", when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means any of the following:

(a) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with either:

(i) The interested shareholder.

(ii) Any other corporation or entity, whether or not itself an interested shareholder of the issuing public corporation, that is, or after the merger would be, an affiliate or associate of the interested shareholder, except that the foregoing does not include the merger of a wholly owned subsidiary of the issuing public corporation into the issuing public corporation or the merger of two or more wholly owned subsidiaries of the issuing public corporation.

(b) Any exchange, pursuant to a plan of exchange under the laws of this state or a comparable statute of any other state or jurisdiction, of shares of the issuing public corporation or any subsidiary of the issuing corporation for shares of either:

(i) The interested shareholder.

(ii) Any other corporation or entity, whether or not itself an interested shareholder of the issuing public corporation, that is, or after the exchange would be, an affiliate or associate of the interested shareholder.

(c) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in a single transaction or a series of transactions, to or with the interested shareholder or any affiliate or associate of the interested shareholder, of assets of the issuing public corporation or any subsidiary of the issuing public corporation to which any of the following applies:

(i) Has an aggregate market value, as defined in paragraph 12 of this section, equal to ten per cent or more of the aggregate market value of all the assets, determined on a consolidated basis, as of the end of the most recent fiscal quarter, of the issuing public corporation.

(ii) Has an aggregate market value, as defined in paragraph 12 of this section, equal to ten per cent or more of the aggregate market value of all the outstanding shares of the issuing public corporation.

(iii) Represents ten per cent or more of either the revenues or net income, determined on a consolidated basis for the most recent four fiscal quarters, or such shorter period as the issuing public corporation has been in existence, of the issuing public corporation.

(d) The issuance or transfer by the issuing public corporation or any subsidiary of the issuing public corporation, in a single transaction or a series of transactions, of any shares of the issuing public corporation or any subsidiary of the issuing public corporation that have an aggregate market value equal to five per cent or more of the aggregate market value of all the outstanding shares of the issuing public corporation to the interested shareholder or any affiliate or associate of the interested shareholder, except pursuant to the exercise of warrants or rights to purchase shares offered or a dividend or distribution paid or made pro rata to all shareholders of the issuing public corporation.

(e) The adoption of any plan or proposal for the liquidation or dissolution of the issuing public corporation, or any reincorporation of the issuing public corporation in another state or jurisdiction, proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder.

(f) Any reclassification of securities, including any share dividend or split, reverse share split or other distribution of shares in respect of shares, recapitalization of the issuing public corporation, merger or consolidation of the issuing public corporation with any subsidiary of the issuing public corporation, exchange of shares of the issuing public corporation with any subsidiary of the issuing public corporation or other transaction, whether or not with or into or otherwise involving the interested shareholder, proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of shares, or securities that are exchangeable for or convertible into or that carry a right to acquire shares, of the issuing public corporation or any subsidiary of the issuing public corporation that is, directly or indirectly, owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments.

(g) Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the issuing public corporation, of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by or through the issuing public corporation or any subsidiary of the issuing public corporation.

7. "Consummation date", with respect to any business combination, means the date on which the business combination is effective, except in the case of a business combination as to which a shareholder vote is taken by the shareholders of the issuing public corporation, in which case it means the later of:

(a) The business day before the vote.

(b) Twenty days before the date on which the business combination is effective.

8. "Control", "controlling", "controlled by" or "under common control with" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. A person's beneficial ownership of ten per cent or more of the voting power of a corporation's outstanding securities creates a presumption that the person has control of the corporation. A person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of avoiding article 2 of this chapter, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation.

9. "Control share acquisition" means an acquisition, directly or indirectly, by an acquiring person of beneficial ownership of shares of an issuing public corporation that, except for article 2 of this chapter, would, when added to all other shares of the issuing public corporation beneficially owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the ranges specified in section 10-2722, subsection A, paragraph 4, but does not include any of the following:

(a) An acquisition by a donee pursuant to an inter vivos gift not made to avoid article 2 of this chapter or by a distributee as defined in section 14-1201.

(b) An acquisition pursuant to a security agreement not created to avoid article 2 of this chapter.

(c) An acquisition under chapter 1, article 4 of this title if the issuing public corporation or a subsidiary is a party to the transaction.

(d) An acquisition from the issuing public corporation.

(e) An acquisition for the benefit of others by a person acting in good faith and not made to avoid article 2 of this chapter to the extent that the person may not exercise or direct the exercise of voting power or dispose of or direct the disposition of the shares except on the instruction of others.

All shares, the beneficial ownership of which is acquired within a one hundred twenty day period, and all shares, the beneficial ownership of which is acquired pursuant to a plan to make a control share acquisition, are deemed to have been acquired in the same acquisition.

10. "Interested shareholder", when used in reference to any issuing public corporation, means any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, that is either:

(a) The beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the outstanding shares of the issuing public corporation.

(b) An affiliate or associate of the issuing public corporation who at any time within the three year period immediately before the date in question was the beneficial owner of ten per cent or more of the voting power of the then outstanding shares of the issuing public corporation.

11. "Issuing public corporation" means a corporation that has a class of equity securities registered pursuant to section 12 or is subject to section 15(d) of the securities exchange act of 1934 or has elected to be subject to all or part of this chapter pursuant to section 10-2706 and which either:

(a) Is incorporated under the laws of this state.

(b) Has its principal place of business or its principal executive office located in this state and owns or controls assets located within this state that have a fair market value of at least one million dollars and has more than five hundred employees residing in this state.

12. "Market value", when used in reference to stock or property of any issuing public corporation, means the following:

(a) In the case of stock, the highest closing sale price during the thirty day period immediately preceding the date in question of the stock on the composite tape for New York stock exchange listed stock or, if the stock is not quoted on the composite tape or not listed on the New York stock exchange, on the principal United States securities exchange registered under the securities exchange act of 1934 on which the stock is listed or, if the stock is not listed on any such exchange, on the national association of securities dealers, inc. automated quotations national market system or, if the stock is not quoted on the national association of securities dealers, inc. automated quotations national market system, the highest closing bid quotation during the thirty day period preceding the date in question of the stock on the national association of securities dealers, inc. automated quotations system or any system then in use or, if no such quotation is available, the fair market value on the date in question of the stock as determined in good faith by the board of directors of the issuing public corporation.

(b) In the case of property other than cash or stock, the fair market value of the property on the date in question as determined in good faith by the board of directors of the issuing public corporation.

13. "Person" means an individual, a corporation, a partnership, a syndicate, an association, a joint stock company, a trust in which the interests of the beneficiaries are evidenced by securities, an unincorporated organization or entity or a government or political subdivision of a government.

14. "Share acquisition date", with respect to any person and any issuing public corporation, means the date that the person first becomes an interested shareholder of the issuing public corporation.

15. "Shares" means those shares presently entitled to vote in the election of directors of the issuing public corporation.

16. "Subsidiary of a person" means a corporation or entity of which the person is the beneficial owner of a majority of the voting power of the corporation or entity.

17. "Tender offer" means a tender offer under the securities exchange act of 1934.
A.R.S. § 10-1430 — Arizona Code / Title 10 / Chapter 14 / Article 3 / Section 1430
10-1430 Grounds for judicial dissolution or equitable relief
Status: in_force

10-1430. Grounds for judicial dissolution or equitable relief

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 on it by law.

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

1. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation cannot be conducted to the advantage of the shareholders 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 shareholders are deadlocked in voting power and have failed for a period that includes at least two consecutive annual meeting dates to elect one or more directors.

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 of 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. § 10-3603 — Arizona Code / Title 10 / Chapter 29 / Article 1 / Section 3603
10-3603 No requirement of members
Status: in_force

10-3603. No requirement of members

A corporation is not required to have members.
A.R.S. § 10-2241 — Arizona Code / Title 10 / Chapter 20 / Article 5 / Section 2241
10-2241 Termination of professional corporation status
Status: in_force

10-2241. Termination of professional corporation status

A. If a professional corporation ceases to render professional services or otherwise elects to terminate its professional corporation status, it shall amend its articles of incorporation to:

1. Delete references to rendering professional services, unless as described in section 10-2213 the services may be rendered in the business corporation form.

2. Delete references to it being a professional corporation.

3. Conform its corporation name to the requirements of section 10-401.

B. After the amendment becomes effective, the corporation may continue in existence as a business corporation under chapters 1 through 17 of this title and it is no longer subject to this chapter.
A.R.S. § 10-2266 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2266
10-2266 Dissolution or liquidation
Status: in_force

10-2266. Dissolution or liquidation

In the event of dissolution or liquidation of a corporation none of the corporation's assets shall be distributed to the shareholders until all sums due the members of the corporation as creditors have been paid in full.
A.R.S. § 10-3602 — Arizona Code / Title 10 / Chapter 29 / Article 1 / Section 3602
10-3602 Consideration
Status: in_force

10-3602. Consideration

Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
A.R.S. § 10-2147 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2147
10-2147 Exemption from antitrust statutes
Status: in_force

10-2147. Exemption from antitrust statutes

The provisions of title 44, chapter 10, article 1 do not apply to any conduct or activity of a generation and transmission cooperative organized pursuant to this article, which conduct or activity is approved by a statute of this state or of the United States or by the corporation commission or an administrative agency of this state or of the United States having jurisdiction of the subject matter.
A.R.S. § 10-11254 — Arizona Code / Title 10 / Chapter 35.1 / Article 1 / Section 11254
10-11254 Applicability
Status: in_force

10-11254. Applicability

A. Nothing in this chapter:

1. Affects the provisions of chapters 24 through 35 and chapters 36 through 40 of this title regarding the corporation commission's acceptance or denial of new, restated or amended articles of incorporation.

2. Affects the operation of state or federal antitrust laws or the attorney general's enforcement of those laws.

3. Is intended to create any private or governmental right or cause of action relating to the transaction or related parties.

B. This chapter does not apply to any transactions for which a letter of intent or memorandum of understanding or similar documentation was executed on or before December 31, 1996.
A.R.S. § 10-2202 — Arizona Code / Title 10 / Chapter 20 / Article 1 / Section 2202
10-2202 Application of Arizona business corporation act
Status: in_force

10-2202. Application of Arizona business corporation act

Chapters 1 through 17 of this title apply to professional corporations, both domestic and foreign, to the extent they are not inconsistent with the express provisions of this chapter.
A.R.S. § 10-3123 — Arizona Code / Title 10 / Chapter 24 / Article 2 / Section 3123
10-3123 Effective time and date of document
Status: in_force

10-3123. Effective time and date of document

A. Except as provided in subsections B and C of this section, a document delivered to the commission for filing is effective when the document is delivered to the commission for filing.

B. A document may specify a delayed effective time or date, or both, and if so, the document is effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at 12:01 a.m. mountain standard time on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is delivered.

C. Subject to section 10-3124, if the commission determines that the requirements of chapters 24 through 40 of this title for filing have not been met, the document shall not be filed and, except as provided in section 10-3203, the delivery of the document is ineffective. If the commission determines that the requirements for filing have been met, the commission shall file the document as provided in section 10-3125 and the filing is effective as of the date and time determined pursuant to subsection A or B of this section.
A.R.S. § 10-2122 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2122
10-2122 Purpose
Status: in_force

10-2122. Purpose

Nonprofit electric generation and transmission cooperative corporations may be organized under this article for the purpose of:

1. Producing and generating, purchasing, marketing or selling electric energy or transmitting such energy to other electric utilities or persons.

2. Providing services relating to producing and generating, purchasing, marketing or selling electric energy or transmitting this energy to other electric utilities or persons or services relating to any other lawful purpose.

3. Directly or through an affiliate, providing broadband service to areas in which the cooperative provides electric energy services.
A.R.S. § 10-121 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 121
10-121 Forms
Status: in_force

10-121. Forms

A. Certificates, reports and statements required by section 10-202, subsection D and sections 10-1622 and 10-1623 to be delivered to and filed by the commission shall be made on the forms that are prescribed and furnished by the commission.

B. The commission may prescribe and furnish on request forms for other documents required or permitted to be filed by chapters 1 through 17 of this title, but their use is not mandatory.
A.R.S. § 10-1407 — Arizona Code / Title 10 / Chapter 14 / Article 1 / Section 1407
10-1407 Unknown claims against dissolved corporation
Status: in_force

10-1407. Unknown claims against dissolved corporation

A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

B. The notice shall:

1. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located.

2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.

3. State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice or before the expiration of any other applicable limitations period, whichever is earlier.

C. If the dissolved corporation publishes a newspaper notice in accordance with subsection B of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice or before the expiration of any other applicable limitations period, whichever is earlier:

1. A claimant who did not receive written notice under section 10-1406.

2. A claimant whose claim was timely sent to the dissolved corporation but not acted on.

3. A claimant whose claim is contingent or based on an event occurring after the effective date of the dissolution.

D. A claim, including a contingent claim or a claim based on an event occurring after the effective date of dissolution, may be enforced under this section either:

1. Against the dissolved corporation to the extent of its undistributed assets.

2. If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this subsection shall not exceed the total amount of assets distributed to the shareholder.

E. This section does not extend or lengthen any otherwise applicable time period during which claims may be brought against the corporation.
A.R.S. § 10-2006 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2006
10-2006 Bylaws; renewal upon expiration of contract period
Status: in_force

10-2006. Bylaws; renewal upon expiration of contract period

A. Each association shall within thirty days after incorporation adopt bylaws. A majority vote of the members or their written assent is necessary to adopt such bylaws. The bylaws may provide for:

1. The time, place and manner of calling and conducting meetings.

2. The number of members constituting a quorum.

3. The right of members to vote by proxy, by mail or by both methods, and the conditions, manner, form and effect of the votes.

4. The number of directors constituting a quorum.

5. The qualifications, compensation, duties and term of office of directors and officers, time of their election and the manner of giving notice of the election.

6. Penalties for violation of the bylaws.

7. The amount of entrance, organization and membership fees, if any, the method of collecting them and the purposes for which they may be used.

8. The annual dues or assessments.

9. The charge to be paid by each member for services rendered by the association to him, the time of payment and the manner of collection.

10. The marketing contract between the association and its members, which every member may be required to sign.

11. The number and qualification of members of the association and the conditions precedent to membership.

12. The method, time and manner of permitting members to withdraw.

13. The manner of assignment and transfer of the interest of members.

14. The conditions upon which, and time when membership of a member shall cease.

15. The automatic suspension of the rights of a member when he ceases to be eligible to membership, and the manner and effect of the expulsion of a member.

16. The manner of determining the value of a member's interest, and providing for purchase of such interest by the association upon his death, withdrawal, expulsion or forfeiture of membership, at the option of the association.

17. If members are to be accorded unequal voting rights, the manner of determining the number of votes to which each member is entitled.

B. Upon termination of each contract period, the board of directors of the association may renew or revise the bylaws to be in effect for the next contract period, and the renewal or revision shall be the bylaws of the association after thirty days notice has been given to the members, unless more than fifty per cent of the members of the association have filed objections thereto in writing, except that when property rights of the members are affected, section 10-2007 shall apply.
A.R.S. § 10-2405 — Arizona Code / Title 10 / Chapter 22 / Article 1 / Section 2405
10-2405 Termination of benefit corporation status
Status: in_force

10-2405. Termination of benefit corporation status

A. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by section 10-2403 or 10-2404 to be stated in the articles of a benefit corporation.  In order to be effective, the amendment must be adopted by at least the minimum status vote.

B. Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
A.R.S. § 10-2135 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2135
10-2135 Recording of mortgages; effect
Status: in_force

10-2135. Recording of mortgages; effect

A. Any mortgage, deed of trust or other instrument executed by a generation and transmission cooperative doing business in this state pursuant to this article, which affects real and personal property which is recorded in the office of the county recorder in any county in which the property is located or is to be located, has the same force and effect as if the mortgage, deed of trust or other instrument were also recorded, filed or indexed as provided by statute in the office of the county recorder in the county as a mortgage of personal property. All property of the generation and transmission cooperative described or referred to as being mortgaged or pledged in the mortgage, deed of trust or other instrument becomes subject to the lien immediately upon acquisition of the property by the generation and transmission cooperative whether or not the property was in existence at the time of execution of the mortgage, deed of trust or other instrument. Recording of the mortgage, deed of trust or other instrument constitutes notice and otherwise has the same effect with respect to after-acquired property as it has under the statutes relating to recording with respect to property owned by the generation and transmission cooperative at the time of execution of the mortgage, deed of trust or other instrument and described or referred to as being mortgaged or pledged.

B. The lien on personal property of the mortgage, deed of trust or other instrument, after recording, continues in existence and of record for the period of time specified without refiling or the filing of a renewal certificate, affidavit or other supplemental information required by statute relating to renewal, maintenance or extensions of liens upon personal property.
A.R.S. § 10-301 — Arizona Code / Title 10 / Chapter 3 / Article 1 / Section 301
10-301 Purposes
Status: in_force

10-301. Purposes

Subject to any limitations or requirements contained in its articles of incorporation or in any other applicable law, a corporation shall have the purpose of engaging in and may engage in any lawful business activity.
A.R.S. § 10-2057 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2057
10-2057 Powers of electric cooperative
Status: in_force

10-2057. Powers of electric cooperative

A. A cooperative organized under this article may:

1. Sue and be sued in its corporate name.

2. Have perpetual existence.

3. Adopt and alter a corporate seal.

4. Engage in the generation, manufacture, purchase, acquisition, accumulation, transmission, marketing, sale, distribution, supply and disposition of electric energy, either individually or jointly in collaboration with other entities.

5. Assist persons to whom electric energy is or will be supplied by the cooperative in wiring their premises and in acquiring and installing electrical and plumbing appliances, equipment, fixtures and apparatus by means of financing.

6. Assist persons to whom electric energy is or will be supplied by the cooperative in constructing, equipping, maintaining and operating electric cold storage or processing plants by means of financing.

7. Construct, purchase, lease or otherwise acquire, and equip, maintain and operate, and sell, assign, convey, lease, mortgage, pledge or otherwise dispose of or encumber electric transmission and distribution lines or systems, electric generating plants, lands, buildings, structures, dams, plants and equipment, and any other real or personal property, tangible or intangible, that is deemed necessary, convenient or appropriate to accomplish any purpose for which the cooperative is organized or that it elects to undertake.

8. Purchase, lease or otherwise acquire, and use, and exercise and sell, assign, convey, mortgage, pledge or otherwise dispose of or encumber, franchises, rights, privileges, licenses and easements.

9. Borrow money and otherwise contract indebtedness, and issue notes, bonds and other evidences of indebtedness, and secure the payment thereof by mortgage, pledge or deed of trust of, or any other encumbrance on, any or all of its presently owned or after-acquired real or personal property, assets, franchises or revenues.

10. Construct, maintain and operate electric transmission and distribution lines along, on, under and across publicly owned lands and public thoroughfares, including all roads, highways, streets, alleys, bridges and causeways, and acquire for such purposes franchises, licenses, permits, easements, rights-of-way and all similar rights and privileges relating to such purposes.

11. Exercise the power of eminent domain in the manner and to the extent provided by the laws of this state for the exercise of such power by other corporations constructing or operating electric transmission and distribution lines or systems.

12. Become a member of other cooperatives or corporations or own stock in those cooperatives or corporations or otherwise financially participate and invest in those cooperatives or corporations.

13. Conduct its business and exercise its powers within or outside this state.

14. Adopt, amend and repeal bylaws.

15. Do and perform other acts and things and have and exercise other powers that may be necessary, convenient or appropriate to accomplish the purpose for which the cooperative is organized or to carry out its business and affairs.

16. Subject to any limitation imposed by federal law, invest its own monies, make loans or guarantees or participate in rural community infrastructure projects, in job creation activities and in other activities to promote economic development in rural areas if the rural development activities are approved by the rural utilities service.

17. Directly or through an affiliate, construct, operate, maintain, lease and license fiber-optic cables and other facilities to provide broadband service over, under, across, on or along real property, personal property, rights-of-way, easements and licenses and other property rights that are owned, held or used by the cooperative, including easement or other property rights owned, held or used by the cooperative to provide electricity or other services.

B. The authority granted in subsection A, paragraph 16 of this section shall be used only for economic development in rural areas, and the electric cooperative shall not use monies intended for rural economic development to purchase or acquire electrical works or electrical facilities, whether real or personal property, or both, by the exercise of the right of eminent domain or condemnation nor shall such monies be used to purchase, construct, lease or acquire any electrical works or electrical facilities or make any extensions or additions designed to serve areas or territories already being lawfully served. For the purposes of subsection A, paragraph 16 of this section and this subsection:

1. "Economic development" includes project feasibility studies, start-up costs, incubator projects and other reasonable expenses for the purpose of fostering rural economic development.

2. "Invest" means to commit monies to earn a financial return on assets that are not expected to be used or useful in furnishing electric service. The total amount that the electric cooperative invests, loans or uses as a guarantee is limited to those monies authorized under federal law for rural development programs.

3. "Job creation activities" includes providing technical, financial and managerial assistance.

4. "Rural community infrastructure projects" includes water and waste systems and garbage collection services.

C. The indemnification of members, directors, officers, employees and agents of a cooperative shall be in accordance with chapter 31, article 5 of this title.
A.R.S. § 10-2127 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2127
10-2127 Powers of a generation and transmission cooperative
Status: in_force

10-2127. Powers of a generation and transmission cooperative

A. A generation and transmission cooperative may:

1. Sue and be sued and complain and defend in its corporate name.

2. Have perpetual existence by its corporate name.

3. Adopt a corporate seal and alter the seal at its pleasure, and use the seal by causing it, or a facsimile of it, to be impressed or affixed or in any other manner reproduced, but failure to have or to affix a corporate seal does not affect the validity of any instrument or any action taken in pursuance of or in reliance on the seal.

4. Own, operate, lease or control plants, property and facilities for the generation or transmission, sale or furnishing of electricity for light, heat or power or other uses, and generate, manufacture, purchase, acquire, accumulate and transmit electric energy.

5. Engage in, individually or jointly in collaboration with other entities, the acquisition, purchase, marketing, sale, supply and disposition of electric energy to or for its members and persons, entities, governmental agencies and political subdivisions and other electric utilities.

6. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, exercise rights arising out of the ownership or possession, use, employ, sell, assign, transfer, convey, mortgage, lend, pledge, hypothecate or otherwise use and deal in and with shares, rights, memberships or other interests in, or notes, bonds, debentures, mortgages, passbooks, certificates of deposit or other obligations of other domestic or foreign corporations, associations, partnerships, limited partnerships or individuals, or direct or indirect obligations or securities of individuals, associations, cooperatives, partnerships, corporations or of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

7. Construct, purchase, take, receive, lease as lessee or otherwise acquire, and own, hold, improve, use, equip, maintain and operate, and sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge or otherwise dispose of or encumber electric transmission lines and systems, electric generating plants, lands, buildings, structures, dams, plants and equipment, and any and all kinds and classes of real or personal property, tangible or intangible, that are deemed necessary, convenient or appropriate to accomplish the purpose for which the generation and transmission cooperative is organized or that it elects to undertake.

8. Purchase or otherwise acquire, and own, hold, use and exercise and sell, assign, transfer, convey, mortgage, pledge, hypothecate or otherwise dispose of or encumber franchises, rights, privileges, licenses, rights-of-way and easements.

9. Make contracts and guarantees and incur liabilities, borrow money and otherwise contract indebtedness, and issue its notes, bonds and other evidence of indebtedness, and secure the payment of any indebtedness by mortgage, pledge, deed of trust, assignment, security agreement or any other hypothecation or encumbrance on any or all of its real or personal property, assets, franchises, revenue or income.

10. Construct, maintain and operate electric transmission lines along, on, under and across publicly owned lands and public thoroughfares, including all roads, highways, streets, alleys, bridges and causeways, and acquire for such purposes franchises, licenses, permits, easements, rights-of-way and all similar rights and privileges relating to such purposes.

11. Exercise the power of eminent domain in the manner and to the extent provided by the laws of this state for the exercise of such power by other corporations constructing or operating electric transmission lines or systems.

12. Become a member of other cooperative organizations or corporations or own stock in or otherwise financially participate and invest in those other organizations or corporations.

13. Conduct its business, carry on its operations, have offices and exercise the powers granted by this article in any state, territory, district or possession of the United States or in any foreign country.

14. Adopt, amend and repeal bylaws consistent with this article.

15. Cease its corporate activities and surrender its corporate franchise.

16. Do and perform other acts and things, and have and exercise other powers, that may be necessary, convenient or appropriate to accomplish the purpose for which the generation and transmission cooperative is organized or to carry out its business and affairs.

17. Directly or through an affiliate, construct, operate, maintain, lease and license fiber-optic cables and other facilities to provide broadband service over, under, across, on or along real property, personal property, rights-of-way, easements and licenses and other property rights owned, held or used by the generation and transmission cooperative, including easement or other property rights that are owned, held or used by the cooperative to provide electricity or other services.

B. The indemnification of members, directors, officers, employees and agents of a cooperative shall be in accordance with chapter 31, article 5 of this title.
A.R.S. § 10-11801 — Arizona Code / Title 10 / Chapter 41 / Article 1 / Section 11801
10-11801 Definitions
Status: in_force

10-11801. Definitions

In this chapter, unless the context otherwise requires:

1. "Endowment fund" means an institutional fund or part of an institutional fund that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis.  Endowment fund does not include assets that an institution designates as an endowment fund for its own use.

2. "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to or held by an institution as an institutional fund.

3. "Institution" means any of the following:

(a) A person, other than an individual, organized and operated exclusively for charitable purposes.

(b) A government or governmental subdivision, agency or instrumentality, to the extent that it holds monies exclusively for a charitable purpose.

(c) A trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated.

4. "Institutional fund" means a fund held by an institution exclusively for charitable purposes.  Institutional fund does not include program-related assets, a fund held for an institution by a trustee that is not an institution or a fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise on violation or failure of the purposes of the fund.

5. "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality or any other legal or commercial entity.

6. "Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment.

7. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and that is retrievable in perceivable form.
A.R.S. § 10-2079 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2079
10-2079 Fees
Status: in_force

10-2079. Fees

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

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. § 10-2228 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2228
10-2228 Definition of disqualified shareholder
Status: in_force

10-2228. Definition of disqualified shareholder

In this article, unless the context otherwise requires, "disqualified shareholder" means a shareholder described in subsection 10-2223, subsection A, paragraph 1 or 2 or the legal representative of that shareholder.
A.R.S. § 10-3830 — Arizona Code / Title 10 / Chapter 31 / Article 3 / Section 3830
10-3830 General standards for directors
Status: in_force

10-3830. General standards for directors

A. A director's duties, including duties as a member of a committee, shall be discharged:

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 director reasonably believes to be in the best interests of the corporation.

B. In discharging duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by any of the following:

1. One or more officers or employees of the corporation whom the director reasonably believes are reliable and competent in the matters presented.

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

3. A committee of or appointed by the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

4. 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 director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

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

D. A director is not liable for any action taken as a director or any failure to take any action if the director's duties were performed in compliance with this section. In any proceeding commenced under this section or any other provision of this chapter, a director has all of the defenses and presumptions ordinarily available to a director. A director is presumed in all cases to have acted, failed to act or otherwise discharged such director's duties in accordance with subsection A. The burden is on the party challenging a director's action, failure to act or other discharge of duties to establish by clear and convincing evidence facts rebutting the presumption.

E. A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of that property.
A.R.S. § 10-11252 — Arizona Code / Title 10 / Chapter 35.1 / Article 1 / Section 11252
10-11252 Scope; included transactions; excluded transactions
Status: in_force

10-11252. Scope; included transactions; excluded transactions

A. Except as provided in subsections B and C of this section, this chapter applies to any nonprofit health care entity that intends to sell, transfer, lease, exchange, option, convey, convert, give, merge or otherwise dispose of all or substantially all of its assets to or with another nonprofit health care entity or a for profit entity, including entering into a joint venture involving all or substantially all of its assets. The requirements of section 10-11202 do not apply to a nonprofit health care entity.

B. This chapter does not apply to any physician or licensed health care provider contract with a hospital or community health center. This chapter shall not affect any contract entered into between a physician or licensed health care provider or group of physicians or licensed health care providers and a licensed hospital.

C. This chapter does not apply to transactions:

1. Involving a transfer of community benefit assets of a licensed hospital or community health center with a book value of less than one million dollars, net of accumulated depreciation as of the date of the closing date of the intended transaction.

2. Enabling a party to finance the purchase of assets, refinance assets or mortgage or pledge assets already owned by the party, whether or not in its usual course of business.

3. Between or among a nonprofit health care entity and affiliated nonprofit entities that are part of a common line of ownership or control.
A.R.S. § 10-1816 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1816
10-1816 Court relief other than dissolution, liquidation or appointment of conservator
Status: in_force

10-1816. Court relief other than dissolution, liquidation or appointment of conservator

A. The superior court in an action filed either by an investor or by a creditor seeking relief under section 10-1815 shall have full power to make any such order or grant any such relief other than dissolution or liquidation as in its discretion it may deem appropriate including but not limited to:

1. Canceling, altering or amending any provision contained in the articles of incorporation of such close corporation.

2. Directing, prohibiting or enjoining any act of the corporation or other persons who are parties to the court action.

3. Providing for the purchase by the corporation or by other investors at their fair market value of the capital units or claims of the person bringing such action.

B. Relief under this section may be granted even though the court does not find any of the elements prescribed for relief under section 10-1815.
A.R.S. § 10-3806 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3806
10-3806 Staggered terms for directors
Status: in_force

10-3806. Staggered terms for directors

The articles of incorporation or bylaws may provide for staggering the directors' terms of office by dividing the total number of directors into two or more groups. The terms of office of the several groups need not be uniform.
A.R.S. § 10-3858 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3858
10-3858 Application of article
Status: in_force

10-3858. Application of article

A. A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors or a contract or otherwise is valid only if and to the extent the provision is consistent with this article. If the articles of incorporation limit indemnification or advances for expenses, indemnification and advances for expenses are valid only to the extent consistent with the articles of incorporation.

B. This article does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.

C. This article does not limit a corporation's power to indemnify, advance expenses or maintain insurance on behalf of an employee or agent.
A.R.S. § 10-11009 — Arizona Code / Title 10 / Chapter 33 / Article 1 / Section 11009
10-11009 Effect of amendment and restatement
Status: in_force

10-11009. Effect of amendment and restatement

An amendment to the 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, any requirement or limitation imposed on the corporation or any property held by it by virtue of any trust on which that property is held by the corporation or the existing rights of persons other than members 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. § 10-1432 — Arizona Code / Title 10 / Chapter 14 / Article 3 / Section 1432
10-1432 Receivership
Status: in_force

10-1432. 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 business and 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 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 business of the corporation and to manage the affairs of the corporation in the best interests of its shareholders 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. § 10-2136 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2136
10-2136 Use of roads and streets; notice; protest
Status: in_force

10-2136. Use of roads and streets; notice; protest

A. A generation and transmission cooperative has the use of, and the right is expressly granted to it to use, the public highways, county highways and streets and alleys in any area of this state. The generation and transmission cooperative may construct and operate lines connecting any points within this state and connect at the state boundary with like lines.

B. Within the confines of municipal corporations, the use and occupancy of streets shall be under such rights as are acquired by franchises according to law and subject to control and regulation by municipal authorities, and the use of public highways, except state highways, by generation and transmission cooperatives not within the confines of an incorporated city or town shall be regulated by the board of supervisors of the county by license or franchise. The board of supervisors in granting the license or franchise, or at any time after it is granted, may impose such restrictions and limitations concerning the use of the public roads as deemed best for the public safety or welfare. Every franchise granted under this section must include provisions requiring the grantee to bear all expenses, including damage and compensation for any alteration of the direction, surface, grade or alignment of any county road, made for the purpose of the franchise.

C. The board of supervisors before granting the privilege contemplated by this section shall give public notice of its intention to make the grant by publishing notice in some newspaper of general circulation, published within the county, for at least once a week for three weeks prior to the day set for the consideration of the action. If, on or before the date, more than fifty per cent of the qualified electors of the county petition the board of supervisors to deny the privilege, they shall so act, and any privilege granted contrary to the petition is void.
A.R.S. § 10-1328 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1328
10-1328 Procedure if shareholder dissatisfied with payment or offer
Status: in_force

10-1328. Procedure if shareholder dissatisfied with payment or offer

A. A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due and either demand payment of the dissenter's estimate, less any payment under section 10-1325, or reject the corporation's offer under section 10-1327 and demand payment of the fair value of the dissenter's shares and interest due, if either:

1. The dissenter believes that the amount paid under section 10-1325 or offered under section 10-1327 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated.

2. The corporation fails to make payment under section 10-1325 within sixty days after the date set for demanding payment.

3. The corporation, having failed to take the proposed action, does not return the deposited certificates or does not release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.

B. A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection A of this section within thirty days after the corporation made or offered payment for the dissenter's shares.
A.R.S. § 10-3730 — Arizona Code / Title 10 / Chapter 30 / Article 3 / Section 3730
10-3730 Voting trusts
Status: in_force

10-3730. Voting trusts

If and to the extent a membership is transferable as provided in section 10-3611, and unless otherwise provided in the articles of incorporation or bylaws, one or more members may create a voting trust, conferring on one or more trustees the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and transferring their memberships to the trustee or trustees. The agreement may contain any lawful provision not inconsistent with the purposes of the trust.
A.R.S. § 10-845 — Arizona Code / Title 10 / Chapter 8 / Article 4 / Section 845
10-845 Standards of liability for officers; presumption
Status: in_force

10-845. Standards of liability for officers; presumption

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 section 10-842. In any proceeding commenced under 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 the officer's duties pursuant to section 10-842.  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 presumptions.
A.R.S. § 10-2021 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2021
10-2021 Distribution of unclaimed reserves
Status: in_force

10-2021. Distribution of unclaimed reserves

If, after ten years from the date of declaration of distribution of reserves, any reserves so distributable remain unclaimed, they may be used by the association in its research and educational work.
A.R.S. § 10-1301 — Arizona Code / Title 10 / Chapter 13 / Article 1 / Section 1301
10-1301 Definitions
Status: in_force

10-1301. Definitions

In this article, unless the context otherwise requires:

1. "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

2. "Corporation" means the issuer of the shares held by a dissenter before the corporate action or the surviving or acquiring corporation by merger or share exchange of that issuer.

3. "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 10-1302 and who exercises that right when and in the manner required by article 2 of this chapter.

4. "Fair value" with respect to a dissenter's shares means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion is inequitable.

5. "Interest" means interest from the effective date of the corporate action until the date of payment at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under the circumstances.

6. "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

7. "Shareholder" means the record shareholder or the beneficial shareholder.
A.R.S. § 10-1604 — Arizona Code / Title 10 / Chapter 16 / Article 1 / Section 1604
10-1604 Court-ordered inspection
Status: in_force

10-1604. Court-ordered inspection

A. If a corporation does not allow a shareholder who complies with section 10-1602, 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 on application of the shareholder.

B. If a corporation does not allow within a reasonable time a shareholder to inspect and copy any other record, the shareholder who complies with section 10-1602, subsections B and C may apply to the court in the county where the corporation's principal office 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 shareholder'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 shareholder to inspect the records demanded. The court may order a shareholder 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 shareholder.
A.R.S. § 10-747 — Arizona Code / Title 10 / Chapter 7 / Article 4 / Section 747
10-747 Applicability to foreign corporations
Status: in_force

10-747. Applicability to foreign corporations

In any derivative proceeding in the right of a foreign corporation, the matters covered by this article are governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 10-743, 10-745 and 10-746.
A.R.S. § 10-2022 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2022
10-2022 Associations not deemed in restraint of trade
Status: in_force

10-2022. Associations not deemed in restraint of trade

An association shall not be deemed to be a combination in restraint of trade, an illegal monopoly or an attempt to lessen competition or fix prices arbitrarily. The marketing contracts or agreements between the association and its members, or any agreements or acts authorized by this article, shall not be considered in restraint of trade.
A.R.S. § 10-2402 — Arizona Code / Title 10 / Chapter 22 / Article 1 / Section 2402
10-2402 Definitions
Status: in_force

10-2402. Definitions

In this chapter, unless the context otherwise requires:

1. "Benefit corporation" means a corporation that both:

(a) Has elected to become subject to this chapter.

(b) The status of which as a benefit corporation has not been terminated.

2. "Benefit enforcement proceeding" means any claim or action for either of the following:

(a) The failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles.

(b) A violation of any obligation, duty or standard of conduct under this chapter.

3. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation.

4. "Minimum status vote" means:

(a) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

(i) The shareholders of every class or series are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series.

(ii) The corporate action is approved by vote of the shareholders of each class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or series are entitled to cast on the action.

(b) In the case of a domestic entity other than a business corporation, in addition to any other required approval, vote or consent, the satisfaction of the following conditions:

(i) The holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series.

(ii) The action is approved by vote or consent of the holders described in item (i) of this subdivision entitled to cast at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action.

5. "Specific public benefit" includes:

(a) Providing low-income or underserved individuals or communities with beneficial products or services.

(b) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business.

(c) Protecting or restoring the environment.

(d) Improving human health.

(e) Promoting the arts, sciences or advancement of knowledge.

(f) Increasing the flow of capital to entities with a purpose to benefit society or the environment.

(g) Conferring any other particular benefit on society or the environment as specified in the benefit corporation's articles of incorporation.

6. "Subsidiary" means, in relation to a person, an entity in which the person owns beneficially or of record fifty per cent or more of the outstanding equity interests.

7. "Supermajority status vote" means:

(a) For a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

(i) The shareholders of every class or series are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series.

(ii) The corporate action is approved by vote of the shareholders of each class or series entitled to cast at least three-fourths of the votes that all shareholders of the class or series are entitled to cast on the action.

(b) For a domestic entity other than a business corporation, in addition to any other required approval, vote or consent, the satisfaction of the following conditions:

(i) The holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series.

(ii) The action is approved by vote or consent of the holders described in item (i) of this subdivision entitled to cast at least three-fourths of the votes or consents that all of those holders are entitled to cast on the action.

8. "Third-party standard" means a recognized standard for defining, reporting and assessing corporate social and environmental performance that is:

(a) Comprehensive because it assesses the effect of a business and its operations on the interests listed in section 10-2431, subsection A, paragraph 1.

(b) Developed by an entity that is not controlled by the benefit corporation.

(c) Credible because it is developed by an entity that both:

(i) Has access to necessary expertise to assess overall corporate social and environmental performance.

(ii) Uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period.

(d) Transparent because the following information is publicly available about the standard:

(i) The criteria considered when measuring the overall social and environmental performance of a business.

(ii) The relative weightings, if any, of those criteria.

(e) Transparent because the following information is publicly available about the development and revision of the standard:

(i) The identity of the directors, officers, material owners and governing body of the entity that developed and controls revisions to the standard.

(ii) The process by which revisions to the standard and changes to the membership of the governing body are made.

(iii) An accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.
A.R.S. § 10-3303 — Arizona Code / Title 10 / Chapter 26 / Article 1 / Section 3303
10-3303 Emergency powers
Status: in_force

10-3303. Emergency powers

A. In anticipation of or during an emergency as prescribed in subsection D of this section, the board of directors of a corporation may:

1. Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent.

2. Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so.

B. During an emergency as prescribed in subsection D of this section, unless emergency bylaws provide otherwise:

1. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.

2. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

C. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

1. Binds the corporation.

2. May not be used to impose liability on a corporate director, officer, employee or agent.

D. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of a local emergency, a state of emergency or a state of war emergency all as defined in section 26-301.
A.R.S. § 10-1321 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1321
10-1321 Notice of intent to demand payment
Status: in_force

10-1321. Notice of intent to demand payment

A. If proposed corporate action creating dissenters' rights under section 10-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights shall both:

1. Deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed action is effectuated.

2. Not vote the shares in favor of the proposed action.

B. A shareholder who does not satisfy the requirements of subsection A of this section is not entitled to payment for the shares under this article.
A.R.S. § 10-1503 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1503
10-1503 Application for authority to transact business
Status: in_force

10-1503. Application for authority to transact business

A. A foreign corporation may apply for authority to transact business 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 10-202, subsection D and is subject to the requirements of section 10-202, 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 10-1506.

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 or, if none, the street address of its registered agent 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 business 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. A statement of the aggregate number of shares that the corporation has authority to issue, itemized by classes and series, if any, within a class.

9. A statement of the aggregate number of issued shares itemized by classes and series, if any, within a class.

10. 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 10-1506 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 10-1623.
A.R.S. § 10-2001 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2001
10-2001 Definitions
Status: in_force

10-2001. Definitions

In this article, unless the context otherwise requires:

1. "Active member" is a member growing, producing, manufacturing, marketing, distributing or selling products or services handled by the association at the time of the membership meeting, or who during the previous year, delivered products or services to the association.

2. "Agricultural products" includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee and any farm products.

3. "Association" means a corporation organized under this article.

4. "Marketing agreement" or "marketing contract" means any agreement entered into between an association organized under this article and its members, by the terms of which a subscribing grower, producer, manufacturer, marketer, distributor or seller and all other growers, producers, manufacturers, marketers, distributors or sellers signing similar agreements, agree to sell their products or services, goods for import or export purposes to or through such association.

5. "Member" includes members of associations.
A.R.S. § 10-2704 — Arizona Code / Title 10 / Chapter 23 / Article 1 / Section 2704
10-2704 Limitation on share repurchases; definition
Status: in_force

10-2704. Limitation on share repurchases; definition

A. An issuing public corporation shall not, directly or indirectly, purchase or agree to purchase any shares from a beneficial owner of more than five per cent of the voting power of the issuing public corporation for more than the average market price of the shares if the shares have been beneficially owned by the beneficial owner for less than three years, unless either:

1. The purchase or agreement to purchase is approved at a meeting of shareholders by the affirmative vote of the holders of a majority of the voting power of all shares excluding shares beneficially owned by the beneficial owner or its affiliates or associates or by any officer or director of the issuing public corporation.

2. The issuing public corporation makes an offer, of at least equal value per share, to all holders of shares of such class or series and to all holders of any class or series into which the shares may be converted.

B. For the purposes of this section, "average market price" means the average closing sale price during the thirty trading days immediately preceding the purchase of the shares in question, or if the person or persons have commenced a tender offer or have announced an intention to seek control of the issuing public corporation, during the thirty trading days preceding the earlier of the commencement of the tender offer or the making of the announcement, of a share on the composite tape for New York stock exchange listed shares or, if the shares are not quoted on the composite tape or not listed on the New York stock exchange, on the principal United States securities exchange registered under the securities exchange act of 1934 on which the shares are listed or, if the shares are not listed on any such exchange, on the national association of securities dealers, inc. automated quotations national market system or, if the shares are not quoted on the national association of securities dealers, inc. automated quotations national market system, the average closing bid quotation, during the thirty trading days preceding the purchase of the shares in question of a share on the national association of securities dealers, inc. automated quotations system or any system then in use, or if the person or persons have commenced a tender offer or have announced an intention to seek control of the issuing public corporation, during the thirty trading days preceding the earlier of the commencement of the tender offer or the making of the announcement, except that if no quotation is available the average market price is the fair market value on the date of purchase of the shares in question of a share as determined in good faith by the board of directors of the issuing public corporation.
A.R.S. § 10-2003 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2003
10-2003 Requirements for formation; association profits
Status: in_force

10-2003. Requirements for formation; association profits

A. The following may form a cooperative association with or without capital stock under this article:

1. Five or more persons engaged in the production of products or services.

2. Five or more small businesses, individuals or entities engaged in the marketing and distribution of manufactured goods for import and export purposes.

B. Associations organized under this article may make profits for themselves or for their members.
A.R.S. § 10-2052 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2052
10-2052 Purpose
Status: in_force

10-2052. Purpose

A. Cooperative nonprofit membership corporations may be organized under this article for any of the following purposes:

1. Supplying, purchasing, marketing, selling, transmitting or distributing electric energy to persons and promoting and extending the use of electric energy.

2. Providing billing, metering, communications and other services related or incidental to supplying, providing or transmitting electric energy, whether or not the cooperative is itself supplying or transmitting that energy.

3. Engaging in activities designed to promote economic development of rural areas as described in section 10-2057.

4. Engaging in activities for any lawful purpose.

5. Directly or through an affiliate, providing broadband service to areas in which the cooperative provides electric energy services.

B. In a rural area where there is no telephone service, a cooperative that is supplying electric energy in the area may enter into a cooperative agreement with the existing holder of a certificate of convenience and necessity for telephone service in the general area to supply telephone service in the same area.

C. Generation and transmission cooperatives as defined in article 4 of this chapter are subject to article 4 of this chapter and not to this article.
A.R.S. § 10-2702 — Arizona Code / Title 10 / Chapter 23 / Article 1 / Section 2702
10-2702 Duties of director
Status: in_force

10-2702. Duties of director

In discharging the duties of the position of director under this chapter, a director of an issuing public corporation, in considering the best interests of the corporation, shall consider the long-term as well as the short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation. This section does not modify the duties of the position of director in any matter outside the scope of this chapter and does not limit the ability of a director to consider any other factor permitted by section 10-830, subsection D.
A.R.S. § 10-11420 — Arizona Code / Title 10 / Chapter 37 / Article 2 / Section 11420
10-11420 Grounds for administrative dissolution
Status: in_force

10-11420. Grounds for administrative dissolution

The commission may commence a proceeding under section 10-11421 to administratively dissolve a corporation if either:

1. The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 24 through 40 of this title.

2. The corporation does not deliver its annual report to the commission within sixty days after it is due.

3. The corporation is without a statutory agent or known place of business in this state.

4. The corporation does not notify the commission within sixty days that its statutory agent or known place of business has been changed, that its statutory agent has resigned or that its known place of business has been discontinued.

5. The corporation has failed to make any publication required by this title,  provided the commission has notified the corporation of the intent of the commission to commence a dissolution proceeding for that reason and the corporation has failed to file an affidavit or other appropriate evidence of publication within sixty days after that notice.

6. The corporation's period of duration stated in its articles of incorporation expires.

7. The corporation has failed to comply with section 10-3202, subsection F.

8. Any officer or other representative of the corporation has made any misrepresentation of a material matter in any application, report or other document submitted by the corporation pursuant to chapters 24 through 40 of this title.

9. The commission has not received the notice required by section 10-11403, subsection E within six months after filing articles of dissolution.

10. The corporation has failed to file a certificate of disclosure or answer interrogatories as prescribed in chapters 24 through 40 of this title.

11. The corporation failed to comply with section 10-11623, subsection A.
A.R.S. § 10-3636 — Arizona Code / Title 10 / Chapter 29 / Article 4 / Section 3636
10-3636 Payment of expenses
Status: in_force

10-3636. Payment of expenses

On termination of the derivative proceeding the court may either:

1. Order the corporation to pay the plaintiff's reasonable expenses, including attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation.

2. Order the plaintiff to pay any defendant's reasonable expenses, including attorney fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.

3. Order a party to pay an opposing party's reasonable expenses, including attorney fees, incurred because of the filing of any pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, including to harass or to cause unnecessary delay or needless increase in the cost of litigation.
A.R.S. § 10-3857 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3857
10-3857 Insurance
Status: in_force

10-3857. Insurance

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation or who, while a director or officer of the corporation, is or was serving at the request of the corporation 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, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the person against the same liability under this article.
A.R.S. § 10-11102 — Arizona Code / Title 10 / Chapter 34 / Article 1 / Section 11102
10-11102 Entity restructuring transactions
Status: in_force

10-11102. Entity restructuring transactions

A. If its board of directors adopts and, if required by section 10-11103, its members and other persons approve a plan, a domestic corporation may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and:

1. Title 29, chapter 6, article 2 for a merger.

2. Title 29, chapter 6, article 3 for an interest exchange.

3. Title 29, chapter 6, article 4 for a conversion.

4. Title 29, chapter 6, article 5 for a domestication.

5. Title 29, chapter 6, article 6 for a division.

B. The effective time and date of the transaction are as provided in title 29, chapter 6.  Except as expressly set forth in this article, the procedures regarding the effect of and all other aspects of the transaction are governed by title 29, chapter 6.

C. This section does not limit the power of a corporation to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
A.R.S. § 10-3601 — Arizona Code / Title 10 / Chapter 29 / Article 1 / Section 3601
10-3601 Admission
Status: in_force

10-3601. Admission

A. The articles of incorporation or bylaws may establish criteria or procedures for admission of members and continuation of membership.

B. No person shall be admitted as a member without that person's consent. Consent may be express or implied.
A.R.S. § 10-3202 — Arizona Code / Title 10 / Chapter 25 / Article 1 / Section 3202
10-3202 Articles of incorporation; violation; classification
Status: in_force

10-3202. Articles of incorporation; violation; classification

A. The articles of incorporation shall set forth:

1. A corporate name for the corporation that satisfies the requirements of section 10-3401.

2. A brief statement of the character of affairs that the corporation initially intends to conduct. This statement does not limit the affairs that the corporation may conduct.

3. The name and address of each person who is to serve as a director until a successor is elected and qualifies.

4. The name, street address and signature of the corporation's statutory agent.

5. The street address of the known place of business for the corporation, if different from that of its statutory agent.

6. The name and address of each incorporator.

7. Whether or not the corporation will have members.

8. Any provision elected by the incorporators that under chapters 24 through 40 of this title or any other law of this state may be elected only by specific inclusion in the articles of incorporation.

9. The signatures of all incorporators.

B. The articles of incorporation may set forth:

1. A provision eliminating or limiting the liability of a director to the corporation or its members for money damages for any action taken or any failure to take any action as a director, except liability for any of the following:

(a) The amount of a financial benefit received by a director to which the director is not entitled.

(b) An intentional infliction of harm on the corporation or the members.

(c) A violation of section 10-3833.

(d) An intentional violation of criminal law.

2. A provision permitting or making obligatory indemnification of a director for liability, as defined in section 10-3850, to any person for any action taken, or any failure to take any action, as a director, except liability for any of the exceptions described in paragraph 1 of this subsection.

3. Any other provision, not inconsistent with law.

C. The articles of incorporation need not set forth any of the corporate powers enumerated in chapters 24 through 40 of this title.

D. The certificate of disclosure shall set forth all of the following:

1. The following information regarding all persons who at the time of its delivery are officers, directors, trustees and incorporators:

(a) Whether any of the persons have been convicted of a felony involving a transaction in securities, consumer fraud or antitrust in any state or federal jurisdiction within the five-year period immediately preceding the execution of the certificate.

(b) Whether any of the persons have been convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false pretenses or restraint of trade or monopoly in any state or federal jurisdiction within the five-year period immediately preceding the execution of the certificate.

(c) Whether any of the persons are or have been subject to an injunction, judgment, decree or permanent order of any state or federal court entered within the five-year period immediately preceding the execution of the certificate, if the injunction, judgment, decree or permanent order involved any of the following:

(i) The violation of fraud or registration provisions of the securities laws of that jurisdiction.

(ii) The violation of consumer fraud laws of that jurisdiction.

(iii) The violation of the antitrust or restraint of trade laws of that jurisdiction.

(d) With regard to any of the persons who have been convicted of the crimes or who are the subject of the judicial action described in subdivisions (a), (b) and (c) of this paragraph, information regarding:

(i) Identification of the persons, including present full name, all prior names or aliases, including full birth name, present home address, all prior addresses for the immediately preceding five-year period and date and location of birth.

(ii) The nature and description of each conviction or judicial action, the date and location, the court and public agency involved, and the file or case number of the case.

2. A brief statement disclosing whether any persons who at the time of its delivery are officers, directors, trustees and incorporators and who have served in any such capacity in any other corporation on the bankruptcy or receivership of the other corporation. If so, for each corporation, the certificate shall include:

(a) The names and addresses of each corporation and the person or persons involved.

(b) The state in which each corporation:

(i) Was incorporated.

(ii) Transacted business.

(c) The dates of corporate operation.

3. The signatures of all the incorporators.

4. The date of its execution, which shall be not more than thirty days before its delivery to the commission.

5. A declaration by each signer that the signer swears to its contents under penalty of law.

E. The certificate of disclosure may set forth the name and address of any other person whom the incorporator or incorporators choose to be the subject of those disclosures required under subsection D, paragraph 1 of this section.

F. If within sixty days after delivering the articles of incorporation and certificate of disclosure to the commission any person becomes an officer, director or trustee and the person was not the subject of the disclosures set forth in the certificate of disclosure, the incorporator or incorporators or, if the organization of the corporation has been completed as provided in section 10-3205, the corporation shall execute and deliver to the commission within the sixty-day period a declaration, sworn to under penalty of law, setting forth all information required by subsection D, paragraph 1 of this section, regarding the person. If the incorporator or incorporators or, as applicable, the corporation fails to comply with this subsection, the commission may administratively dissolve the corporation pursuant to section 10-11421.

G. If any of the persons described in subsection D, paragraph 1 of this section have been convicted of the crimes or are the subject of the judicial action described in subsection D, paragraph 1 of this section, the commission may direct detailed interrogatories to the persons requiring any additional relevant information deemed necessary by the commission. The interrogatories shall be completely answered within thirty days after mailing of the interrogatories. With respect to corporations incorporating or seeking authority to conduct affairs, articles of incorporation or an application for authority shall not be filed until all outstanding interrogatories have been answered to the satisfaction of the commission. With respect to existing domestic and foreign corporations, if the interrogatories are not answered as provided in this subsection or the answers to the interrogatories otherwise indicate proper grounds for an administrative dissolution, the commission shall initiate an administrative dissolution in accordance with chapters 24 through 40 of this title.

H. On a quarterly updated basis, the commission shall provide to the attorney general a list of all persons who are convicted of the crimes or who are the subject of the judicial action described in subsection D, paragraph 1 of this section as indicated by the certificate of disclosure filed during the preceding three months.

I. Any person who executed or contributed information for a certificate of disclosure and who intentionally makes any untrue statement of material fact or withholds any material fact with regard to the information required in subsection D, paragraph 1 of this section is guilty of a class 6 felony.