A.R.S. § 10-2151 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2151
10-2151 Expanded use for broadband service; notice; just compensation actions
Status: in_force

10-2151. Expanded use for broadband service; notice; just compensation actions

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

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

C. Notice under subsection B of this section is effective if sent by first class mail to the last known address of the property owner or by other commonly used publication or communication channels employed by the generation and transmission cooperative.

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

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

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

3. On payment of just compensation, the expanded use for broadband service shall be deemed fully vested in the generation and transmission cooperative and its affiliate and the expanded use shall run with the land.

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

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

G. This section does not prohibit a generation and transmission cooperative or its affiliate from reaching an agreement with a property owner to waive a claim for just compensation related to expanded use for broadband service or from acquiring the right to use the property for broadband service by other lawful means.
A.R.S. § 10-3402 — Arizona Code / Title 10 / Chapter 27 / Article 1 / Section 3402
10-3402 Reserved name
Status: reserved

10-3402. Reserved name

A. A person may reserve the exclusive use of a corporate name, including a fictitious name to be adopted by a foreign corporation under section 10-11506, by delivering an application to the commission for filing. The application shall be executed by the applicant or an authorized agent of the applicant and shall set forth the name and address of the applicant and the name proposed to be reserved. If the commission finds that the corporate name applied for is available, it shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty day period.

B. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the commission a notice of the transfer that shall be executed by the applicant or an authorized agent of the applicant and that states the name and address of the transferee. The transfer shall not extend the period for which the name is reserved.
A.R.S. § 10-1001 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1001
10-1001 Authority to amend
Status: in_force

10-1001. Authority to amend

A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.

B. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose or duration of the corporation.
A.R.S. § 10-1702 — Arizona Code / Title 10 / Chapter 17 / Article 1 / Section 1702
10-1702 Application to qualified foreign corporations
Status: in_force

10-1702. Application to qualified foreign corporations

A foreign corporation authorized to transact business in this state on January 1, 1996 is subject to chapters 1 through 17 of this title but is not required to obtain a new certificate of authority to transact business under chapters 1 through 17 of this title.
A.R.S. § 10-11103 — Arizona Code / Title 10 / Chapter 34 / Article 1 / Section 11103
10-11103 Action on plan
Status: in_force

10-11103. Action on plan

A. If the members of a domestic corporation or other persons are entitled to vote on or approve the plan, except as provided in subsection G of this section, after adopting a plan, the board of directors of the corporation shall submit the plan for approval by its members and the other persons.

B. For a plan to be approved all of the following must occur:

1. The board of directors recommends the plan 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. The members entitled to vote on the plan approve the plan.

3. Each person whose approval is required by the articles of incorporation for a transaction of the kind contemplated by the plan approves the plan in writing.

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

D. If the corporation submits the transaction for member action at a membership meeting, the corporation shall notify each member of the proposed membership meeting at which the plan is to be submitted for approval 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 plan and shall contain or be accompanied by a copy or summary of the plan.

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, the plan to be authorized shall be approved by a majority of the votes cast or a majority of the voting power of the class, whichever is less.

F. Voting by a class of members is required on a plan if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under section 10-11004 or 10-11022. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

G. Unless the articles of incorporation otherwise require, action by the members of a domestic corporation that is the surviving corporation on a plan of merger is not required if all of the following conditions exist:

1. The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 10-11002, from its articles of incorporation before the merger.

2. Each member of the surviving corporation who was a member immediately before the effective date of merger will hold the same number of memberships with identical designations, preferences, limitations and relative rights immediately after the effective date of merger.

3. The number of voting members existing immediately after the merger, plus the number of voting memberships issuable as a result of the merger, will not exceed more than twenty per cent the total number of voting memberships of the surviving corporation existing immediately before the merger.

4. The number of memberships, if any, that entitle the holders of the memberships to participate without limitation in distributions existing immediately after the merger, plus the number of participating memberships issuable as a result of the merger, will not exceed the total number of participating memberships existing immediately before the merger by more than ninety per cent.
A.R.S. § 10-830 — Arizona Code / Title 10 / Chapter 8 / Article 3 / Section 830
10-830 General standards of conduct for directors
Status: in_force

10-830. General standards of conduct 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 persons as to matters the director reasonably believes are within the person's professional or expert competence.

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

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 of this section unwarranted.

D. Unless otherwise provided in the articles of incorporation or bylaws or a resolution of the board of directors of the corporation, in determining what is in the best interests of the corporation, a director:

1. Must consider the effect of a proposed action or inaction on the shareholders and whether a proposed action or inaction may further the purposes of the corporation.

2. May consider the effects of any action or inaction on the long-term and short-term interests of the corporation, its shareholders, employees, customers, community and environment and any other group and other pertinent factors that the director deems appropriate.

E. The best interests of the corporation do not require that any particular interests be given priority over other interests unless the articles of incorporation, the bylaws, a resolution of the board of directors or a resolution approved by the number of shareholders required to amend the articles of incorporation states an intention to give priority to particular interests.
A.R.S. § 10-11906 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11906
10-11906 Succession of title and authority
Status: in_force

10-11906. Succession of title and authority

In the event of the death, resignation or removal of the person who is a corporation sole, his successor in office shall be vested with title to all property held by his predecessor as such corporation sole, with like power and authority over the property, and subject to all the liabilities and obligations with reference thereto. The successor shall file in the office of the corporation commission, and shall record in the office of the county recorder of each county in which any of the real property is situated, a certified copy of the commission, certificate or letter of election or appointment.
A.R.S. § 10-2403 — Arizona Code / Title 10 / Chapter 22 / Article 1 / Section 2403
10-2403 Incorporation of benefit corporation
Status: in_force

10-2403. Incorporation of benefit corporation

A benefit corporation shall be incorporated in accordance with chapter 2, article 1 of this title, except that its articles of incorporation must also state that it is a benefit corporation.
A.R.S. § 10-2134 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2134
10-2134 Disposition of property
Status: in_force

10-2134. Disposition of property

A. The board of directors of a generation and transmission cooperative may, without authorization by the members, authorize the execution and delivery of mortgages or deeds of trust pledging or encumbering any or all of the property, assets, rights, privileges, licenses, franchises and permits of the generation and transmission cooperative, whether acquired or to be acquired, and wherever situated, as well as their revenues, all upon terms and conditions as the board of directors determines, to secure any indebtedness of the generation and transmission cooperative. Any such mortgages or deeds of trust are exempt from the mortgage recording tax.

B. A generation and transmission cooperative may not sell, lease or otherwise dispose of all or a substantial portion of its property unless the sale, lease or other disposition is authorized by the affirmative vote of not less than a majority of those members of the generation and transmission cooperative, acting through their voting delegates, present at a meeting of the members.
A.R.S. § 10-11020 — Arizona Code / Title 10 / Chapter 33 / Article 2 / Section 11020
10-11020 Amendment by board of directors
Status: in_force

10-11020. Amendment by board of directors

A. If a corporation has no members, its board of directors may adopt one or more amendments to the corporation's bylaws.

B. The adoption of an amendment pursuant to this section shall require the approval in writing by any person or persons whose approval is required pursuant to section 10-11030.
A.R.S. § 10-1421 — Arizona Code / Title 10 / Chapter 14 / Article 2 / Section 1421
10-1421 Procedure for and effect of administrative dissolution
Status: in_force

10-1421. Procedure for and effect of administrative dissolution

A. If the commission determines that one or more grounds exist under section 10-1420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under section 10-504.

B. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the commission that each ground determined by the commission does not exist within sixty days after service of the notice is perfected under section 10-504, the commission shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The commission shall file the original of the certificate and serve a copy on the corporation under section 10-504.

C. Subject to the provisions of section 10-1422 regarding reinstatement, a corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 10-1405 and notify claimants under sections 10-1406 and 10-1407. If the corporation has not applied for reinstatement within six months after the effective date of the dissolution, the commission shall release the corporate name for use in accordance with chapters 1 through 17 of this title or by a person intending to register the name as a trade name pursuant to title 44, chapter 10, article 3.1.

D. The administrative dissolution of a corporation does not terminate the authority of its statutory agent.
A.R.S. § 10-2232 — Arizona Code / Title 10 / Chapter 20 / Article 4 / Section 2232
10-2232 Professional relationship
Status: in_force

10-2232. Professional relationship

Nothing in this chapter shall be construed to alter any law applicable to the relationship between persons furnishing and receiving professional service.
A.R.S. § 10-11603 — Arizona Code / Title 10 / Chapter 39 / Article 1 / Section 11603
10-11603 Scope of inspection rights; charge
Status: in_force

10-11603. Scope of inspection rights; charge

A. A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

B. The right to copy records under section 10-11602 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.

C. The corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production or reproduction of the records.

D. The corporation may comply with a member's demand to inspect the record of members under section 10-11602, subsection B, paragraph 3 by providing the member with a list of the corporation's members that was compiled no earlier than the date of the member's demand.
A.R.S. § 10-1601 — Arizona Code / Title 10 / Chapter 16 / Article 1 / Section 1601
10-1601 Corporate records
Status: in_force

10-1601. Corporate records

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

B. A corporation shall maintain appropriate accounting records.

C. A corporation or its agent shall maintain a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders and in alphabetical order by class of shares showing the number and class of shares held by each.

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

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

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

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

3. Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding.

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

5. All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 10-1620.

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

7. Its most recent annual report delivered to the commission under section 10-1622.

8. An agreement among shareholders under section 10-732.
A.R.S. § 10-1811 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1811
10-1811 Changes in investor relationships
Status: in_force

10-1811. Changes in investor relationships

Any redemption, termination or cancellation of capital units, acquisition of capital units by the corporation, issuance of additional units or change in the relative rights of capital units other than transfers or encumbrances provided for in section 10-1809 shall be effective only upon an amendment of the articles of incorporation. The unanimous vote of all outstanding capital units shall be required to amend the articles of incorporation to create or to change the relative rights in capital units.
A.R.S. § 10-11622 — Arizona Code / Title 10 / Chapter 39 / Article 2 / Section 11622
10-11622 Annual report
Status: in_force

10-11622. Annual report

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

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

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

3. The address of its principal office.

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

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

6. Whether or not it has members.

7. A certificate of disclosure containing the information set forth in section 10-3202, subsection D.

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

B. A unit owners' association that is subject to title 33, chapter 9 or a planned community association that is subject to title 33, chapter 16 shall attach to and submit with the annual report a separate statement containing the name of the designated agent or management company for the association, the address for the association and the telephone number, e-mail address and website if any and fax number if any of the association or its designated agent or management company. Unit owners' associations and planned community associations shall file an amended statement reflecting changes in designated agent or management company within thirty days of any change.

C. The information in the annual report and the separate statement that is prescribed by subsection B of this section shall be current as of the date the annual report and separate statement are executed on behalf of the corporation.

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

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

F. Any corporation that is exempt from the requirement of filing an annual report shall deliver annually a certificate of disclosure that contains the information set forth in section 10-3202, subsection D and that is executed by any two executive officers or directors of the corporation on or before May 31. If the certificate is not delivered within ninety days after the due date of the annual report or within ninety days after May 31 in the case of any corporation that is exempt from the requirement of filing an annual report, the commission shall initiate administrative dissolution of that corporation or revoke the application for authority of that corporation pursuant to chapters 24 through 40 of this title.
A.R.S. § 10-1422 — Arizona Code / Title 10 / Chapter 14 / Article 2 / Section 1422
10-1422 Reinstatement following administrative dissolution
Status: in_force

10-1422. Reinstatement following administrative dissolution

A. A corporation administratively dissolved under section 10-1421 may apply to the commission for reinstatement within six years after the effective date of dissolution. The application shall both:

1. Recite the name of the corporation and the effective date of its administrative dissolution.

2. State that the ground or grounds for dissolution either did not exist or have been eliminated.

B. If the commission determines that the application contains the information required by subsection A of this section and that the information is correct, it shall cancel the certificate of dissolution and shall prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, shall file the original of the certificate and shall serve a copy on the corporation under section 10-504.

C. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.

D. If another corporation has adopted the name of the corporation or another person has adopted the name of the corporation as a trade name, the application shall be accompanied by articles of amendment that are in accordance with chapter 10, article 1 of this title and that adopt a new name for the corporation that complies with chapter 4, article 1 of this title.
A.R.S. § 10-207 — Arizona Code / Title 10 / Chapter 2 / Article 1 / Section 207
10-207 Emergency bylaws
Status: in_force

10-207. Emergency bylaws

A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency as prescribed in subsection D of this section. The emergency bylaws are subject to amendment or repeal by the shareholders and may make all provisions necessary for managing the corporation during the emergency, including all of the following:

1. Procedures for calling a meeting of the board of directors.

2. Quorum requirements for the meeting.

3. Designation of additional or substitute directors.

B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

C. Corporate action taken in good faith in accordance with the emergency bylaws both:

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. § 10-2078 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2078
10-2078 Filing of articles
Status: in_force

10-2078. 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, upon the payment of the fees as provided in this article, file the articles, and upon such filing, the incorporation, amendment, consolidation, merger, conversion or dissolution shall be in effect. The provisions of this section shall also apply to certificates of election to dissolve.
A.R.S. § 10-730 — Arizona Code / Title 10 / Chapter 7 / Article 3 / Section 730
10-730 Voting trusts
Status: in_force

10-730. Voting trusts

One or more shareholders 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 shares to the trustee or trustees. The agreement may contain any lawful provision not inconsistent with the purposes of the trust.
A.R.S. § 10-823 — Arizona Code / Title 10 / Chapter 8 / Article 2 / Section 823
10-823 Waiver of notice
Status: in_force

10-823. Waiver of notice

A. A director 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. Except as provided by subsection B, the waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.

B. A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting or promptly on his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
A.R.S. § 10-1815 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1815
10-1815 Involuntary dissolution or liquidation pursuant to court order
Status: in_force

10-1815. Involuntary dissolution or liquidation pursuant to court order

The superior court shall have full power to liquidate the assets and business of a close corporation:

1. In an action filed by an investor when the court finds:

(a) That a deadlock or dispute involving the internal affairs of the corporation, continues to impair or threatens to impair the value of the assets or the continued conduct of the business of the corporation, notwithstanding bona fide attempts to utilize the arbitration provisions in the articles of incorporation if available and the provisions of section 10-1814.

(b) That a deadlock or dispute involving the internal affairs of the corporation, impairs or threatens to impair the value of the assets or the continued conduct of the business of the corporation and no provision is contained in the articles of incorporation for arbitration of such disputes and that it would be useless effort to invoke the provisions of section 10-1814.

(c) That the investors are so divided respecting the management of the business and affairs of the corporation that either the corporation is suffering or will suffer irreparable injury, or the business and affairs of the corporation can no longer be conducted to the advantage of the investors generally, and the provisions of sections 10-1806 and 10-1814 are inapplicable.

(d) That the corporation has abandoned its business and has failed within a reasonable period of time to take steps to dissolve and liquidate its affairs and distribute its assets.

2. In an action by a creditor of the corporation in the manner provided by section 10-1430, subsection B.

3. In an action filed by the attorney general in the manner provided by section 10-1430, subsection A.
A.R.S. § 10-2401 — Arizona Code / Title 10 / Chapter 22 / Article 1 / Section 2401
10-2401 Application and effect of chapter
Status: in_force

10-2401. Application and effect of chapter

A. This chapter is applicable to all benefit corporations.

B. The existence of a provision of this chapter does not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter does not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.

C. Except as otherwise provided in this chapter, chapters 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16 and 17 of this title are generally applicable to all benefit corporations.  The specific provisions of this chapter control over the general provisions of chapters 1 through 17 of this title.

D. A benefit corporation may be subject simultaneously to this chapter and chapter 18 or 20 of this title.  In that event, the provisions of this chapter control over chapter 18 or 20.

E. A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with or supersede a provision of this chapter.

F. The enumeration in this chapter of powers and interests of a benefit corporation does not imply that the powers and interests do not exist in or may not be considered by any other type of corporation, and unless provided otherwise in the articles of incorporation or bylaws or a resolution of the board of directors, any corporation formed under this title has the powers of a benefit corporation under this chapter and a director of any corporation formed under this title may consider any interests that may be considered by a director of a benefit corporation under this chapter in determining what is in the best interests of the corporation.
A.R.S. § 10-11431 — Arizona Code / Title 10 / Chapter 37 / Article 3 / Section 11431
10-11431 Procedure for judicial dissolution
Status: in_force

10-11431. Procedure for judicial dissolution

A. Venue for a proceeding by the attorney general to dissolve a corporation or for a proceeding brought by any other party named in section 10-11430 is in the county where a corporation's known place of business is or was last located.

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

C. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held.
A.R.S. § 10-3731 — Arizona Code / Title 10 / Chapter 30 / Article 3 / Section 3731
10-3731 Voting agreements
Status: in_force

10-3731. Voting agreements

A. Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose.

B. Unless otherwise provided in the voting agreement, a voting agreement created under this section is specifically enforceable.
A.R.S. § 10-3708 — Arizona Code / Title 10 / Chapter 30 / Article 1 / Section 3708
10-3708 Action by written ballot; online voting
Status: in_force

10-3708. Action by written ballot; online voting

A. Unless prohibited or limited by the articles of incorporation or bylaws, any action that the corporation may take at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

B. A written ballot shall:

1. Set forth each proposed action.

2. Provide an opportunity to vote for or against each proposed action.

C. Approval by written ballot pursuant to this section is valid only if both:

1. The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.

2. The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

D. All solicitations for votes by written ballot shall:

1. Indicate the number of responses needed to meet the quorum requirements.

2. State the percentage of approvals necessary to approve each matter other than election of directors.

3. Specify the time by which a ballot must be delivered to the corporation in order to be counted, which time shall not be less than three days after the date that the corporation delivers the ballot.

E. Except as otherwise provided in the articles of incorporation or bylaws, a written ballot shall not be revoked.

F. After providing notice that complies with subsection G of this section to members that a vote shall be conducted by electronic means, a written ballot may be delivered through an online voting system that does all of the following:

1. Authenticates the member's identity.

2. Authenticates the validity of each electronic vote to ensure that the vote is not altered in transit.

3. Transmits a receipt to each member who casts an electronic vote.

4. Stores electronic votes for recount, inspection and review purposes.

G. The notice prescribed by subsection F of this section shall include a reasonable procedure by which a member may obtain and cast a ballot through some other form of delivery, including United States mail delivery and fax transmission.
A.R.S. § 10-11422 — Arizona Code / Title 10 / Chapter 37 / Article 2 / Section 11422
10-11422 Reinstatement following administrative dissolution
Status: in_force

10-11422. Reinstatement following administrative dissolution

A. A corporation administratively dissolved under section 10-11421 may apply to the commission for reinstatement within six years after the effective date of dissolution unless the corporation is a utility providing domestic water services or domestic wastewater services and the assets of the corporation have been transferred to a domestic water improvement district or a domestic wastewater improvement district established pursuant to title 48, chapter 6 or to a municipality incorporated pursuant to title 9, chapter 1.  The application shall both:

1. Recite the name of the corporation and the effective date of its administrative dissolution.

2. State that the ground or grounds for dissolution either did not exist or have been eliminated.

B. If the commission determines that the application contains the information required by subsection A of this section and that the information is correct, the commission shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation under section 10-3504.

C. When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.

D. If another corporation has adopted the name of the corporation or another person has adopted the name of the corporation as a trade name, the application shall be accompanied by articles of amendment that are in accordance with chapter 33, article 1 of this title and that adopt a new name for the corporation that complies with chapter 27, article 1 of this title.
A.R.S. § 10-863 — Arizona Code / Title 10 / Chapter 8 / Article 6 / Section 863
10-863 Shareholders' action; definition
Status: in_force

10-863. Shareholders' action; definition

A. Shareholders' action respecting a transaction is effective for purposes of section 10-861, subsection B, paragraph 2 if a majority of the votes entitled to be cast by the holders of all qualified shares was cast in favor of the transaction after all of the following:

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

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

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

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

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

D. If a shareholders' vote does not comply with subsection A of this section solely because of a failure of a director to comply with subsection C of this section and if the director establishes that his failure did not determine and was not intended by him to influence the outcome of the vote, the court, with or without further proceedings respecting section 10-861, subsection B, paragraph 3, may take such action respecting the transaction and the director and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances.

E. For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.
A.R.S. § 10-808 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 808
10-808 Removal of directors by shareholders
Status: in_force

10-808. Removal of directors by shareholders

A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

B. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director.

C. If less than the entire board is to be removed, a director shall not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal.

D. A director may be removed by the shareholders only at a meeting, and the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.
A.R.S. § 10-1020 — Arizona Code / Title 10 / Chapter 10 / Article 2 / Section 1020
10-1020 Amendment by board of directors or shareholders
Status: repealed

10-1020. Amendment by board of directors or shareholders

A. A corporation's board of directors may amend or repeal the corporation's bylaws unless either:

1. The articles of incorporation or chapters 1 through 17 of this title reserve this power exclusively to the shareholders in whole or part.

2. The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

B. A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by the board of directors.
A.R.S. § 10-846 — Arizona Code / Title 10 / Chapter 8 / Article 4 / Section 846
10-846 Enforcement proceedings; liability for monetary damages; definitions
Status: in_force

10-846. Enforcement proceedings; liability for monetary damages; definitions

A. Except as provided in subsection B of this section, a person may not bring an action or assert a claim against a corporation or its directors or officers with respect to either of the following:

1. The decision or failure of the corporation to pursue or create a nonmonetary purpose, whether or not the purpose is set forth in its articles of incorporation.

2. A director's or officer's violation of an obligation, duty or standard of conduct to consider, or the failure to consider, the effect of an act, omission or decision by a corporation on a nonmonetary purpose, whether or not the purpose is set forth in its articles of incorporation.

B. An enforcement proceeding against a corporation or its directors or officers with respect to subsection A of this section may be commenced or maintained only as follows:

1. Directly by the corporation.

2. Derivatively pursuant to chapter 7, article 4 of this title by a shareholder of the corporation.

3. By other persons as specified in the articles of incorporation or bylaws of the corporation.

C. A corporation and its directors and officers are not liable for monetary damages resulting from any decision or failure of the corporation to pursue or create any nonmonetary purpose, whether or not the purpose is set forth in its articles of incorporation.

D. For the purposes of this section:

1. "Enforcement proceeding" means any claim or action for a violation of any obligation, duty or standard of conduct under this chapter.

2. "Nonmonetary purpose" means any purpose other than to benefit the economic or financial interests of the shareholders of the corporation, including any purpose to benefit any interest or factor that is included in section 10-830, subsection D, paragraph 2, as applicable.
A.R.S. § 10-3724 — Arizona Code / Title 10 / Chapter 30 / Article 2 / Section 3724
10-3724 Proxies
Status: in_force

10-3724. Proxies

A. A member may vote the member's votes in person or by proxy.

B. Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by the member's attorney-in-fact.

C. An appointment of a proxy is effective on receipt by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form.

D. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following:

1. A pledgee.

2. A person who purchased, agreed to purchase, holds an option to purchase or holds any other right to acquire the membership interest.

3. A creditor of the corporation who extended or continued credit to the corporation under terms requiring the appointment.

4. An employee of the corporation whose employment contract requires the appointment.

5. A party to a voting agreement created pursuant to section 10-3731.

E. The death or incapacity of the member who appoints a proxy does not affect the right of the corporation to accept the proxy's authority unless the secretary or other officer or agent authorized to tabulate votes receives written notice of the death or incapacity before the proxy exercises authority under the appointment.

F. Appointment of a proxy is revoked by the person who appoints the proxy by either:

1. Attending any meeting and voting in person.

2. Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

G. An appointment made irrevocable under subsection D of this section is revoked if the interest with which it is coupled is extinguished.

H. A transferee for value of a membership interest subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence at the time that the transferee acquired the membership interest and the existence of the irrevocable appointment was not noted conspicuously on the transfer documents.

I. Subject to section 10-3727 and to any express limitation on the proxy's authority that appears on the face of the appointment form, a corporation may accept the proxy's vote or other action as that of the member making the appointment.
A.R.S. § 10-11407 — Arizona Code / Title 10 / Chapter 37 / Article 1 / Section 11407
10-11407 Unknown claims against dissolved corporation
Status: in_force

10-11407. 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.

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:

1. A claimant who did not receive written notice under section 10-11406.

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 dissolution and is not disposed of in accordance with section 10-11406, subsection D.

D. If a claim, including a contingent claim or a claim based on an event occurring after the effective date of dissolution, is not barred by section 10-11406 or this section, the claim may be enforced either:

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

2. If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to that person in liquidation, whichever is less, but the distributee's total liability for all claims under this section shall not exceed the total amount of assets distributed to the distributee.
A.R.S. § 10-2259 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2259
10-2259 Method of incorporation
Status: in_force

10-2259. Method of incorporation

A. A corporation may be formed by five or more residents of this state who each subscribe to at least one share of stock of the corporation.

B. The articles of incorporation shall set forth:

1. The name of the proposed corporation, which shall include the words "business development corporation".

2. The purpose for which the corporation is to be formed, which shall be within the purposes and powers set forth in this chapter.

3. The location of the principal place of business of the corporation, but the corporation may have offices in such other places in this state as may be fixed by the board of directors.

4. The term of its existence.

5. The authorized capital stock of the corporation.

6. The names and addresses of the incorporators and the amount of their capital stock subscriptions.

7. The names and addresses of eight temporary directors.

8. The name and address of the treasurer.

9. The names and addresses of five qualified banks that have obligated themselves to become members of the corporation at the time of its incorporation.

10. Any other provisions not inconsistent with law that the proposed corporation may adopt governing the regulation and conduct of its affairs.

C. A corporation formed under this chapter may amend its articles of incorporation provided that prior to the filing of articles of amendment with the corporation commission the articles of amendment shall have been approved by the deputy director of financial institutions in the manner and as provided for in section 10-2260.
A.R.S. § 10-2211 — Arizona Code / Title 10 / Chapter 20 / Article 2 / Section 2211
10-2211 Purposes
Status: in_force

10-2211. Purposes

A. Except to the extent authorized by subsection B of this section or the other provisions of this chapter, a corporation may elect professional corporation status under section 10-2210 solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession.

B. A corporation may elect professional corporation status under section 10-2210 for the purpose of rendering professional services within two or more categories of professional service, and for the purpose of engaging in any lawful business authorized by section 10-301, unless the combination of professional purposes or of professional and business purposes is expressly prohibited by a licensing law of this state applicable to one or more of the professions in the combination or by a licensing authority with jurisdiction over one or more of the professions in the combination.
A.R.S. § 10-501 — Arizona Code / Title 10 / Chapter 5 / Article 1 / Section 501
10-501 Known place of business and statutory agent
Status: in_force

10-501. Known place of business and statutory agent

Each corporation 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. § 10-1326 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1326
10-1326 Failure to take action
Status: in_force

10-1326. Failure to take action

A. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

B. If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it shall send a new dissenters' notice under section 10-1322 and shall repeat the payment demand procedure.
A.R.S. § 10-3803 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3803
10-3803 Number of directors
Status: in_force

10-3803. Number of directors

A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

B. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed, from time to time, within the minimum and maximum, by the members or the board of directors.
A.R.S. § 10-722 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 722
10-722 Proxies
Status: in_force

10-722. Proxies

A. A shareholder may vote its shares in person or by proxy.

B. A shareholder or the shareholder's agent or attorney-in-fact appoints a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.

C. An appointment of a proxy is effective when the secretary, inspector of election or other officer or agent who is authorized to tabulate votes receives a signed appointment form or an electronic transmission of the appointment. Unless the articles of incorporation or bylaws provide otherwise, an appointment is valid for twelve months unless a shorter or longer period is expressly provided in the appointment form.

D. An appointment of a proxy is revocable by the shareholder unless the proxy conspicuously states that it is irrevocable and it is coupled with an interest. Proxies coupled with an interest include the appointment of any of the following:

1. A pledgee.

2. A person who purchased, agreed to purchase, holds an option to purchase or holds any other right to acquire the shares.

3. A creditor of the corporation who extended or continued credit to the corporation under terms requiring the appointment.

4. An employee of the corporation whose employment contract requires the appointment.

5. A party to a voting agreement created under section 10-731.

E. The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless written notice of the death or incapacity is received by the secretary, the inspector of election or other officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.

F. An appointment that is made irrevocable under subsection D of this section is revoked when the interest with which it is coupled is extinguished.

G. A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

H. Subject to section 10-724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder executing the proxy.

I. 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 method of holding elections.
A.R.S. § 10-604 — Arizona Code / Title 10 / Chapter 6 / Article 1 / Section 604
10-604 Fractional shares
Status: in_force

10-604. Fractional shares

A. A corporation may:

1. Issue certificates representing fractions of a share or pay in money the fair value of fractions of a share as determined by the board of directors.

2. Arrange for the disposition of fractional shares by those entitled to the fractional shares.

3. Issue scrip in registered or bearer form that is executed by the corporation, which execution may be by facsimile signature, and that entitles the holder to receive a full share on surrendering enough scrip to equal a full share.

B. Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 10-625, subsection B.

C. A certificate representing fractions of a share entitles the holder to exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation on liquidation. The holder of scrip is not entitled to exercise any rights of a shareholder unless otherwise provided for in the scrip.

D. The board of directors may authorize the issuance of scrip subject to any conditions that the board of directors deems advisable. The conditions may, but are not required to, include any of the following:

1. That the scrip will become void if not exchanged for full shares before a specified date.

2. That the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds may be paid or distributed to the holders of the scrip.
A.R.S. § 10-3622 — Arizona Code / Title 10 / Chapter 29 / Article 3 / Section 3622
10-3622 Purchase of memberships
Status: in_force

10-3622. Purchase of memberships

Except as provided in the articles of incorporation or bylaws, a corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation shall not make a payment that violates section 10-11301 or 10-11302.
A.R.S. § 10-1874 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1874
10-1874 Required delivery to commission; certified copy of trust instrument
Status: in_force

10-1874. Required delivery to commission; certified copy of trust instrument

A. Any business trust desiring to transact business in this state shall deliver to the commission:

1. An executed copy of the articles, declaration of trust or trust agreement by which the trust was created and all amendments thereto, or a true copy thereof certified to be such by a trustee of the trust before an official authorized to administer oaths or by a public official of another state, territory or country in whose office an executed copy thereof is on file. Such true copy shall be certified within sixty days before it is delivered to the commission.

2. A verified list of the names, residences and post office addresses of its trustees.

3. An affidavit setting forth its assumed business name, if any.

4. If a domestic business trust, the name of its statutory agent appointed as provided for domestic corporations in section 10-501. A foreign business trust shall deliver to the commission, as provided for in section 10-501, the location of its statutory office, the name of its statutory agent and its irrevocable consent to service of process, duly signed by a sufficient number of its trustees to bind the business trust by such irrevocable consent, or accompanied by a duly certified copy of an order or resolution of its trustees authorizing the execution and delivery of such irrevocable consent.

B. The business trust shall file a copy of its articles, declaration of trust or trust agreement by which it was created, certified by the corporation commission, in the office of the county recorder in the county where the principal place of business of the trust is located, where such certified copy shall be indexed and recorded.

C. When a business trust has complied with the delivery requirements as provided in subsections A and B of this section, the commission shall, after determining that the requirements of chapters 1 through 17 of this title, this chapter and other provisions of law have been satisfied, file such delivered documents of foreign and domestic business trusts and such business trusts may thereupon commence business.
A.R.S. § 10-2061 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2061
10-2061 Nonliability of members for cooperative indebtedness
Status: in_force

10-2061. Nonliability of members for cooperative indebtedness

A member shall not be liable or responsible for the acts, debts, liabilities or obligations of the cooperative and the property of the members shall not be subject to execution therefor.
A.R.S. § 10-1320 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1320
10-1320 Notice of dissenters' rights
Status: in_force

10-1320. Notice of dissenters' rights

A. If proposed corporate action creating dissenters' rights under section 10-1302 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are or may be entitled to assert dissenters' rights under this article and shall be accompanied by a copy of this article.

B. If corporate action creating dissenters' rights under section 10-1302 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and shall send them the dissenters' notice described in section 10-1322.
A.R.S. § 10-2082 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2082
10-2082 Taking of acknowledgments by officer or member
Status: in_force

10-2082. Taking of acknowledgments by officer or member

A person authorized to take acknowledgments under the laws of this state shall not be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director or member of the cooperative.
A.R.S. § 10-1803 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1803
10-1803 Mandatory provisions of articles of incorporation
Status: in_force

10-1803. Mandatory provisions of articles of incorporation

A. The articles of incorporation of a close corporation shall set forth:

1. The name of the corporation which shall contain the words "Arizona close corporation" or an abbreviation therefor.

2. The name and address of the manager or managers of the corporation.

3. The names, addresses and amount of initial contribution of capital units of each of the original investors. The number of original investors shall not exceed ten.

4. The aggregate amount in dollars of the initial capital units to be paid to the corporation.

5. The name, address and signature of the corporation's initial statutory agent.

B. It shall not be necessary to set forth in the articles of incorporation any corporate powers or any corporate purposes.
A.R.S. § 10-2020 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2020
10-2020 License and other fees; tax exemption
Status: in_force

10-2020. License and other fees; tax exemption

Each association shall pay a nonrefundable annual license fee of ten dollars.  A nonprofit agricultural products association formed pursuant to this article shall be exempt from all franchise or license taxes imposed on its income. Each association shall pay a nonrefundable fee of ten dollars for filing articles of incorporation and a nonrefundable fee of two dollars fifty cents for filing an amendment to the articles.  All other for-profit association filing, service and copying fees are determined pursuant to section 10-122 and all other nonprofit association filing, service and copying fees are determined pursuant to section 10-3122.
A.R.S. § 10-11520 — Arizona Code / Title 10 / Chapter 38 / Article 2 / Section 11520
10-11520 Withdrawal of foreign corporation
Status: in_force

10-11520. Withdrawal of foreign corporation

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

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

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

2. That it is not conducting affairs in this state and that it surrenders its authority to conduct affairs in this state.

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

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

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

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

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

E. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed in this chapter, the commission shall file the application in the manner provided in section 10-3120. On the filing of the application for withdrawal, the authority of the foreign corporation to transact business in this state ceases.

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

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

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

G. After the withdrawal of the corporation is effective, service of process on the commission under this section is service on the foreign corporation.  On receipt of process, the commission shall mail a copy of the process to the foreign corporation at the mailing address set forth in its application for withdrawal.

H. Notwithstanding subsection D of this section, if an annual report becomes due on or after the first date on which an application for withdrawal is delivered to the commission for filing, the annual report requirement prescribed in section 10-11622 is suspended for a period of six months after the first date on which the application for withdrawal is delivered to the commission for filing.  On expiration of the six-month suspension, if the application for withdrawal is not approved for filing or if the authority of the corporation to conduct affairs is revoked pursuant to section 10-11530, paragraph 10, all past due annual reports required by section 10-11622, together with fees, are owed as if the suspension never occurred.
A.R.S. § 10-1003 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1003
10-1003 Amendment by board of directors and shareholders
Status: in_force

10-1003. Amendment by board of directors and shareholders

A. The following apply to amendments to the articles of incorporation:

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

2. For the amendment to be adopted both:

(a) The board of directors shall recommend the amendment 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 that determination to the shareholders with the amendment.

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

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

4. 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 of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.

5. Unless chapters 1 through 17 of this title, the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or a vote by voting groups, the amendment to be adopted shall be approved by both:

(a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights.

(b) The votes required by sections 10-725 and 10-726 by every other voting group entitled to vote on the amendment.

B. The following apply to amendments to the articles of incorporation:

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

2. For the amendment to be adopted, both:

(a) The shareholders entitled to vote on the amendment shall approve the amendment as provided in paragraph 3 of this subsection.

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

3. Unless chapters 1 through 17 of this title or the articles of incorporation require a greater vote or a vote by voting groups, the amendment to be adopted shall be approved by both:

(a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights.

(b) The votes required by sections 10-725 and 10-726 by every other voting group entitled to vote on the amendment.
A.R.S. § 10-2263 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2263
10-2263 Investment of excess funds
Status: in_force

10-2263. Investment of excess funds

A. If the board of directors determines at any time that funds are available in excess of the demands and needs of the corporation, the corporation may invest such funds as follows:

1. In an account of any bank or savings and loan association authorized to do business in Arizona.

2. In obligations of or fully guaranteed by the United States government.

3. Bonds or other direct obligations of or guaranteed as to principal and interest by this state.

4. Bonds or other evidences of indebtedness which are direct general obligations of any county, incorporated city or town, school district, or other political subdivision or municipal corporation of this state.

B. A corporation shall not deposit or invest any of its funds in any bank or savings and loan association unless such institution has been designated as a depository by a vote of the majority of the directors of the corporation, exclusive of any director who is an officer or director of the depository so designated. A corporation shall not receive money on deposit.

C. A corporation shall not make any loan, directly or indirectly, to any of its officers or directors or to any person, corporation or other form of organization in which such officer or director is a member, director or officer or in which such officer or director has any interest, direct or indirect, financial or otherwise, except when a full and complete disclosure of the relationship is made at a regularly called meeting of the board of directors of the corporation, entered upon the minutes, and voted on by secret ballot with the officer or director making such disclosure refraining from voting on the motion.
A.R.S. § 10-1102 — Arizona Code / Title 10 / Chapter 11 / Article 1 / Section 1102
10-1102 Entity restructuring transactions
Status: in_force

10-1102. Entity restructuring transactions

A. If the board of directors of a domestic corporation adopts a plan and, if required by section 10-1103, the shareholders approve a plan, the domestic corporation may be a party to or otherwise undertake a transaction by adopting a plan and complying with this article and the following:

1. With respect to a merger, title 29, chapter 6, article 2.

2. With respect to an interest exchange, title 29, chapter 6, article 3.

3. With respect to a conversion, title 29, chapter 6, article 4.

4. With respect to a domestication, title 29, chapter 6, article 5.

5. With respect to a division, title 29, chapter 6, article 6.

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. § 10-11632 — Arizona Code / Title 10 / Chapter 39 / Article 3 / Section 11632
10-11632 Interrogatory or signature violations; corporate records; classification
Status: in_force

10-11632. Interrogatory or signature violations; corporate records; classification

A. A person who knowingly fails or refuses within the time prescribed by this chapter to answer truthfully any interrogatories propounded to that person by the commission in accordance with this chapter or who signs any articles, statement, report, application or other document filed with the commission that is known to the person as false in any material respect is guilty of a class 4 felony.

B. A person who with the intent to defraud or deceive knowingly falsifies, alters, steals, destroys, mutilates, defaces, removes or secretes the books, records or accounts of a corporation is guilty of a class 5 felony.
A.R.S. § 10-11806 — Arizona Code / Title 10 / Chapter 41 / Article 1 / Section 11806
10-11806 Applicability
Status: in_force

10-11806. Applicability

This chapter applies to institutional funds existing on or established after the effective date of this chapter.  As applied to institutional funds existing on the effective date of this chapter, this chapter governs only decisions made or actions taken on or after that date.
A.R.S. § 10-142 — Arizona Code / Title 10 / Chapter 1 / Article 4 / Section 142
10-142 Number of shareholders
Status: in_force

10-142. Number of shareholders

A. For purposes of chapters 1 through 17 of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:

1. Three or fewer co-owners.

2. Any corporation, partnership, trust, estate or other entity.

3. The trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.

B. For purposes of chapters 1 through 17 of this title, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
A.R.S. § 10-3121 — Arizona Code / Title 10 / Chapter 24 / Article 2 / Section 3121
10-3121 Forms
Status: in_force

10-3121. Forms

A. Certificates, reports and statements required by section 10-3202, subsection D and sections 10-11622 and 10-11623 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 24 through 40 of this title, but their use is not mandatory.
A.R.S. § 10-128 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 128
10-128 Certificate of good standing
Status: in_force

10-128. Certificate of good standing

A. A person may apply to the commission to furnish a certificate of good standing for a domestic or foreign corporation.

B. A certificate of good standing sets forth all of the following:

1. The domestic corporation's corporate name or the foreign corporation's corporate name used in this state.

2. That either:

(a) The domestic corporation is incorporated under the laws of this state and the date of its incorporation.

(b) The foreign corporation is authorized to transact business in this state.

3. That all affidavits and annual reports required before the date of the certificate have been filed with the commission.

4. That all annual filing fees due before the date of the certificate have been paid.

5. That, according to the records of the commission, the corporation is in good standing in this state.

C. Subject to any qualification stated in the certificate, a certificate of good standing issued by the commission may be relied on as conclusive evidence of the matters stated in the certificate.
A.R.S. § 10-2066 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2066
10-2066 Change of location of principal office
Status: in_force

10-2066. Change of location of principal office

A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing in the office of the corporation commission a certificate reciting the change of principal office, executed by the cooperative.
A.R.S. § 10-504 — Arizona Code / Title 10 / Chapter 5 / Article 1 / Section 504
10-504 Service on corporation
Status: in_force

10-504. 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 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 10-1421 or 10-1422 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 10-501.

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. § 10-3610 — Arizona Code / Title 10 / Chapter 29 / Article 2 / Section 3610
10-3610 Difference in rights and obligations of members
Status: in_force

10-3610. Difference in rights and obligations of members

All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations or otherwise provide. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws.
A.R.S. § 10-841 — Arizona Code / Title 10 / Chapter 8 / Article 4 / Section 841
10-841 Duties of officers
Status: in_force

10-841. Duties of officers

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
A.R.S. § 10-11251 — Arizona Code / Title 10 / Chapter 35.1 / Article 1 / Section 11251
10-11251 Definitions
Status: in_force

10-11251. Definitions

In this chapter, unless the context otherwise requires:

1. "Assets" means all real, personal, tangible and intangible property and rights in property, including cash, buildings, equipment, investments and contracts with other entities.

2. "Community benefit activity" means any activity furthering community benefit purposes including any health care activity that includes education, prevention, promotion of community health, indigent care or any other charitable purpose.

3. "Community benefit assets" means every asset that has been used in connection with community benefit activity during the previous year.

4. "Community benefit organization" means a nonprofit charitable organization that is tax-exempt under section 501(c)(3) of the internal revenue code and whose mission is solely to engage in community benefit activities.

5. "Community benefit purposes" means those purposes for which an entity may qualify for exemption pursuant to section 501(c)(3) of the internal revenue code, or for similar activity engaged in by a for profit organization.

6. "Community health center" means a primary care facility that provides medical care in medically underserved areas as designated in section 36-2352 or in medically underserved areas or medically underserved populations as designated by the United States department of health and human services.

7. "Nonprofit health care entity" means a licensed hospital or community health center that holds tax-exempt status pursuant to section 501(c)(3) of the internal revenue code.

8. "Notice of completion" means the written notice that is sent by the hearing officer to the chairman of the corporation commission after the hearing officer holds a public hearing and files a summary report pursuant to section 10-11253.
A.R.S. § 10-1007 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1007
10-1007 Restated articles of incorporation
Status: in_force

10-1007. Restated articles of incorporation

A. A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.

B. The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in section 10-1003.

C. If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting pursuant to section 10-705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.

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

1. Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement.

2. If the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10-1006.

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

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

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

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

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-11530 — Arizona Code / Title 10 / Chapter 38 / Article 3 / Section 11530
10-11530 Grounds for revocation
Status: in_force

10-11530. Grounds for revocation

The commission may commence a proceeding under section 10-11531 to revoke the authority of a foreign corporation to conduct affairs in this state if any of the following conditions exist:

1. The foreign corporation does not deliver the annual report to the commission within the time required by chapters 24 through 40 of this title.

2. The foreign corporation does not pay any fees or penalties imposed by chapters 24 through 40 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 its 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 such person 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 24 through 40 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 24 through 40 of this title.

10. The corporation has failed to pay fees, penalties and costs required under this chapter or to comply with section 10-11520, subsection F or the commission has not received the notice required by section 10-11520, subsection C within six months after filing the application for withdrawal.
A.R.S. § 10-2121 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2121
10-2121 Definitions
Status: in_force

10-2121. Definitions

In this article, unless the context otherwise requires:

1. "Affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with another person.

2. "Broadband service" means providing access and transport to the internet, computer processing, information storage or protocol conversion at a download rate of at least twenty-five megabits per second and at an upload rate of at least three megabits per second.

3. "Electric utility" means any corporation, governmental agency, political subdivision or other entity or combination of such entities that produces, generates, purchases, sells, transmits or distributes electricity to another electric utility or to a user of electricity.

4. "Executed by the cooperative" means executed by manual or facsimile signature on behalf of the cooperative by a duly authorized officer or, if the corporation is under the control of a receiver or trustee, by the receiver or trustee.

5. "Generation and transmission cooperative" means a corporation that is organized under this article or that becomes subject to this article as provided in this article.

6. "Person" means a natural person, firm, association, corporation, business trust or partnership or any agency or political subdivision of the United States or of this state or any other political body.
A.R.S. § 10-11421 — Arizona Code / Title 10 / Chapter 37 / Article 2 / Section 11421
10-11421 Procedure for and effect of administrative dissolution
Status: in_force

10-11421. Procedure for and effect of administrative dissolution

A. If the commission determines that one or more grounds exist under section 10-11420 for dissolving a corporation, it shall serve the corporation with written notice of its determination under section 10-3504.

B. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the commission that each ground determined by the commission does not exist within sixty days after service of the notice is perfected under section 10-3504, the commission shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The commission shall file the original of the certificate and serve a copy on the corporation under section 10-3504. If the corporation that has been dissolved is a utility providing domestic water services or domestic wastewater services and the corporation has been dissolved for at least three years, after notice to interested parties, opportunity for objection and hearing before the commission, the assets of the corporation may be transferred by the commission to a domestic water improvement district or a domestic wastewater improvement district established pursuant to title 48, chapter 6 or to a municipality incorporated pursuant to title 9, chapter 1, on receipt by the commission of a written request from the governing body of the district or municipality.

C. Subject to the provisions of section 10-11422 regarding reinstatement, a corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 10-11405 and notify its claimants under sections 10-11406 and 10-11407. If the corporation has not applied for reinstatement within six months after the effective date of the dissolution, the commission shall release the corporate name for use in accordance with chapters 24 through 40 of this title or by a person intending to register the name as a trade name pursuant to title 44, chapter 10, article 3.1.

D. The administrative dissolution of a corporation does not terminate the authority of its statutory agent.
A.R.S. § 10-11509 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11509
10-11509 Resignation of statutory agent of foreign corporation
Status: in_force

10-11509. Resignation of statutory agent of foreign corporation

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

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

C. The agency appointment is deemed terminated and the known place of business is discontinued, if so provided, on the thirty-first day after the date on which the statement was delivered to the commission for filing.
A.R.S. § 10-743 — Arizona Code / Title 10 / Chapter 7 / Article 4 / Section 743
10-743 Stay of proceedings
Status: in_force

10-743. Stay of proceedings

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
A.R.S. § 10-11630 — Arizona Code / Title 10 / Chapter 39 / Article 3 / Section 11630
10-11630 Certificate of good standing; license and registration renewal
Status: in_force

10-11630. Certificate of good standing; license and registration renewal

If a state agency can confirm through the commission that an applicant for renewal of a license or registration is entitled to the issuance of a certificate of good standing at the time of the inquiry, the agency shall not require an applicant to obtain a certificate.
A.R.S. § 10-2067 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2067
10-2067 Nonprofit operation
Status: in_force

10-2067. Nonprofit operation

A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The by-laws of a cooperative or its contracts with consumers shall contain such provisions relative to the disposition of revenues and receipts as may be necessary and appropriate to establish and maintain its nonprofit and cooperative character.
A.R.S. § 10-2726 — Arizona Code / Title 10 / Chapter 23 / Article 2 / Section 2726
10-2726 Rights of action
Status: in_force

10-2726. Rights of action

An acquiring person, an issuing public corporation and shareholders of an issuing public corporation may sue at law or in equity to enforce the provisions of this article.
A.R.S. § 10-1404 — Arizona Code / Title 10 / Chapter 14 / Article 1 / Section 1404
10-1404 Revocation of dissolution
Status: in_force

10-1404. Revocation of dissolution

A. A corporation may revoke its dissolution within one hundred twenty days of its effective date.

B. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

C. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the commission for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth all of the following:

1. The name of the corporation.

2. The effective date of the dissolution that was revoked.

3. The date that the revocation of dissolution was authorized.

4. If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect.

5. If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.

6. If shareholder action was required to revoke the dissolution, the information required by section 10-1403, subsection A, paragraph 3 or 4.

D. Revocation of dissolution is effective on the effective date of the articles of revocation of dissolution.

E. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
A.R.S. § 10-843 — Arizona Code / Title 10 / Chapter 8 / Article 4 / Section 843
10-843 Resignation and removal of officers
Status: in_force

10-843. 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 future 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 an officer at any time with or without cause.
A.R.S. § 10-1621 — Arizona Code / Title 10 / Chapter 16 / Article 2 / Section 1621
10-1621 Other reports to shareholders
Status: in_force

10-1621. Other reports to shareholders

If a corporation indemnifies or advances expenses to a director under sections 10-851 through 10-854, the corporation shall report the indemnification or advance in writing to the shareholders with or before the annual financial statements required under section 10-1620. Failure to report under this section does not invalidate otherwise valid indemnification. This section does not apply to a corporation whose shares 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.
A.R.S. § 10-2063 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2063
10-2063 Waiver of notice of meeting
Status: in_force

10-2063. Waiver of notice of meeting

A person entitled to notice of a meeting may waive notice in writing either before or after the meeting. If the person attends the meeting, his attendance constitutes a waiver of notice of the meeting, unless he participates therein solely to object to the transaction of any business because the meeting has not been legally called or convened.
A.R.S. § 10-2053 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2053
10-2053 Requirements for formation
Status: in_force

10-2053. Requirements for formation

Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner provided in this article.
A.R.S. § 10-802 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 802
10-802 Qualification of directors
Status: in_force

10-802. Qualification of directors

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
A.R.S. § 10-3503 — Arizona Code / Title 10 / Chapter 28 / Article 1 / Section 3503
10-3503 Resignation of statutory agent
Status: in_force

10-3503. Resignation of statutory agent

A. A statutory agent may resign its agency appointment by signing and delivering to the commission for filing the signed original statement of resignation. The statement may include a statement that the known place of business is also discontinued. The statutory agent shall give written notice of its resignation to the corporation at an address other than the statutory agent's address.

B. After filing the statement, the commission shall mail one copy to the corporation at its known place of business, if not discontinued, and another copy to the corporation at its principal office.

C. The agency appointment is terminated and, if so provided in the statement, the known place of business is discontinued on the thirty-first day after the date on which the statement was delivered to the commission for filing.
A.R.S. § 10-726 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 726
10-726 Action by single and multiple voting groups
Status: in_force

10-726. Action by single and multiple voting groups

A. If the articles of incorporation or chapters 1 through 17 of this title provide for voting by a single voting group on a matter, action on that matter is taken when voted on by that voting group as provided in section 10-725.

B. If the articles of incorporation or chapters 1 through 17 of this title provide for voting by two or more voting groups on a matter, action on that matter is taken when voted on by each of those voting groups counted separately as provided in section 10-725. Voting by individual voting groups entitled to vote on a matter need not be simultaneous.
A.R.S. § 10-141 — Arizona Code / Title 10 / Chapter 1 / Article 4 / Section 141
10-141 Notice
Status: in_force

10-141. Notice

A. Notice under chapters 1 through 17 of this title must be in writing unless oral notice is reasonable under the circumstances. Oral notice is not permitted if written notice is required under chapters 1 through 17 of this title.

B. Notice may be communicated in person, by telephone, telegraph, teletype, fax, electronic transmission or other form of wire or wireless communication or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication.

C. Written notice by a domestic or foreign corporation to its shareholders, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders.  If in comprehensible form, notice given by electronic transmission is effective when directed to an e-mail address shown on the corporation's current record of shareholders.

D. Written notice to a domestic or foreign corporation that is authorized to transact business in this state may be addressed to its statutory agent at its known place of business or to the corporation or its secretary at its principal office shown in its most recent annual report on file with the commission, or in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.  Unless otherwise prohibited in chapters 1 through 17 of this title, written notice may also be given by electronic transmission when directed to an e-mail address that the corporation or its statutory agent provides.

E. Except as provided in subsection C, written notice, if in a comprehensible form, is effective at the earliest of the following:

1. When received.

2. Five days after its deposit in the United States mail as evidenced by the postmark, if mailed postpaid and correctly addressed.

3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and if the receipt is signed by or on behalf of the addressee.

F. Oral notice is effective when communicated if communicated in a comprehensible manner.

G. If chapters 1 through 17 of this title prescribe notice requirements for particular circumstances, those requirements govern.  If articles of incorporation or bylaws prescribe notice requirements that are not inconsistent with this section or other provisions of chapters 1 through 17 of this title, those requirements govern.
A.R.S. § 10-2055 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2055
10-2055 Articles of incorporation
Status: in_force

10-2055. Articles of incorporation

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

1. The name of the cooperative.

2. The address of its principal office.

3. The names and addresses of the incorporators.

4. The names and addresses of its directors.

B. The articles may also contain provisions not inconsistent with this article which are deemed necessary or advisable for the conduct of its business.

C. The articles shall be executed by an incorporator.

D. It is not necessary to recite in the articles of incorporation the purpose for which the cooperative is organized or to recite any of its corporate powers.
A.R.S. § 10-1632 — Arizona Code / Title 10 / Chapter 16 / Article 3 / Section 1632
10-1632 Interrogatory or signature violations; corporate records; classification
Status: in_force

10-1632. Interrogatory or signature violations; corporate records; classification

A. A person who knowingly fails or refuses within the time prescribed by this chapter to answer truthfully any interrogatories propounded to that person by the commission in accordance with this chapter or who signs any articles, statement, report, application or other document filed with the commission that is known to the person as false in any material respect is guilty of a class 4 felony.

B. A person who with the intent to defraud or deceive knowingly falsifies, alters, steals, destroys, mutilates, defaces, removes or secretes the books, records or accounts of a corporation is guilty of a class 5 felony.
A.R.S. § 10-2741 — Arizona Code / Title 10 / Chapter 23 / Article 3 / Section 2741
10-2741 Business combination with interested shareholder; approval by committee of the directors
Status: in_force

10-2741. Business combination with interested shareholder; approval by committee of the directors

A. Except for the provisions of section 10-2743, an issuing public corporation may not engage in any business combination or vote, consent or otherwise act to authorize a subsidiary of the issuing public corporation to engage in any business combination with respect to, proposed by or on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with any interested shareholder of the issuing public corporation or any affiliate or associate of the interested shareholder for a period of three years after the interested shareholder's share acquisition date, unless either:

1. The business combination with the interested shareholder is approved by a committee, formed in accordance with subsection D of this section, of the board of directors of the issuing public corporation before the interested shareholder's share acquisition date pursuant to subsection B of this section.

2. The acquisition of shares made by the interested shareholder on the shareholder's share acquisition date is approved by a committee, formed in accordance with subsection D of this section, of the board of directors of the issuing public corporation before the interested shareholder's share acquisition date pursuant to subsection C of this section.

B. Any approval of a business combination pursuant to subsection A, paragraph 1 of this section must be given by the committee in writing within forty-five days after receipt by the committee of a good faith definitive proposal in writing regarding the business combination, and in the absence of such approval, the proposed business combination shall be deemed to have been disapproved.

C. Any approval of a share acquisition pursuant to subsection A, paragraph 2 of this section must be given by the committee in writing within forty-five days after receipt by the committee of a good faith definitive proposal in writing regarding the share acquisition, and in the absence of such approval, the proposed share acquisition shall be deemed to have been disapproved.

D. When a business combination or acquisition of shares is proposed pursuant to this section, the board of directors shall promptly form a committee composed of all disinterested directors. The committee shall take action on the proposal by the affirmative vote of a simple majority of committee members. The committee is not subject to any direction or control by the board of directors with respect to the committee's consideration of or any action concerning a proposed business combination or acquisition of shares pursuant to this section. A committee formed pursuant to this subsection shall be composed of one or more members. Only disinterested directors may be members of a committee formed pursuant to this subsection. However, if there are no disinterested directors, the board of directors shall select three or more disinterested persons to be committee members. For purposes of this subsection, a director or person is disinterested if the director or person is not an interested shareholder, an affiliate or associate of an interested shareholder or a present or former officer or employee of the issuing public corporation or of an affiliate or associate of the issuing public corporation or of the interested shareholder or of any affiliate or associate of the interested shareholder.
A.R.S. § 10-205 — Arizona Code / Title 10 / Chapter 2 / Article 1 / Section 205
10-205 Organization of corporation
Status: in_force

10-205. Organization of corporation

After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
A.R.S. § 10-2068 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2068
10-2068 Disposition of property
Status: in_force

10-2068. Disposition of property

A. The board of directors of a cooperative, without authorization by the members of the cooperative, may authorize the execution and delivery of mortgages or deeds of trust pledging or encumbering any or all of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues therefrom, all upon such terms and conditions as the board of directors determines, to secure any indebtedness of the cooperative. Any such mortgages or deeds of trust shall be exempt from the mortgage recording tax.

B. A cooperative may not sell, lease or otherwise dispose of all or a substantial portion of its property unless the sale, lease or other disposition is authorized by the affirmative vote of not less than a majority of those members of the cooperative present at the meeting of the members.
A.R.S. § 10-2224 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2224
10-2224 Acquisition procedure
Status: in_force

10-2224. Acquisition procedure

A. If shares must be acquired under section 10-2223 and the price is not fixed as described in section 10-2223, subsection B, paragraph 1, the professional corporation shall deliver within the applicable time period specified in section 10-2227 a written notice to the disqualified shareholder, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, dissolution, disqualification or transfer. The offer notice shall be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year and the latest available interim financial statements, if any.

B. The disqualified shareholder has thirty days after the effective date of the offer notice to accept the corporation's offer or demand that the corporation commence a proceeding under section 10-2225 to determine the fair value of the disqualified shareholder's shares. If the disqualified shareholder accepts the offer, the corporation shall make payment for the shares within sixty days after the effective date of the offer notice, unless a later date is agreed on, on the disqualified shareholder's surrender of the disqualified shareholder's shares to the corporation.

C. After the corporation makes payment for the shares, the disqualified person has no further interest in them.
A.R.S. § 10-3502 — Arizona Code / Title 10 / Chapter 28 / Article 1 / Section 3502
10-3502 Change of known place of business and statutory agent
Status: in_force

10-3502. Change of known place of business and statutory agent

A. A corporation may change its known place of business or statutory agent by delivering to the commission for filing a statement of change that may be the annual report and that sets forth:

1. The name of the corporation.

2. If the current known place of business is to be changed, the street address of the new known place of business.

3. If the current statutory agent is to be changed, the name and street address of the new statutory agent and the new agent's written consent to the appointment.

B. The statement of change shall be executed by the corporation by an officer and delivered to the commission. The change or changes set forth in the statement of change are effective on delivery to the commission for filing.

C. If the statutory agent changes its street address, it shall give written notice to the corporation of the change and sign, either manually or by fax, and deliver to the commission for filing a statement that complies with the requirements of subsection A of this section and that recites that the corporation has been given written notice of the change. The change or changes set forth in the statement are effective on delivery to the commission for filing.
A.R.S. § 10-746 — Arizona Code / Title 10 / Chapter 7 / Article 4 / Section 746
10-746 Payment of expenses
Status: in_force

10-746. 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, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.
A.R.S. § 10-861 — Arizona Code / Title 10 / Chapter 8 / Article 6 / Section 861
10-861 Judicial action
Status: in_force

10-861. Judicial action

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

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

1. Directors' action respecting the transaction was taken at any time in compliance with section 10-862.

2. Shareholders' action respecting the transaction was taken at any time in compliance with section 10-863.

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

C. Any person seeking to have a director's conflicting interest transaction enjoined, set aside or give rise to an award of damages or other sanctions shall first prove by clear and convincing evidence that subsection B of this section is not applicable.
A.R.S. § 10-602 — Arizona Code / Title 10 / Chapter 6 / Article 1 / Section 602
10-602 Terms of class or series determined by board of directors
Status: in_force

10-602. Terms of class or series determined by board of directors

A. If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations and relative rights, within the limits set forth in section 10-601, of either:

1. Any class of shares before the issuance of any shares of that class.

2. One or more series within a class before the issuance of any shares of that series.

B. Each series of a class shall be given a distinguishing designation.

C. Unless otherwise expressly permitted by chapters 1 through 17 of this title, all shares of a series shall have preferences, limitations and relative rights identical to those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

D. Before issuing any shares of a class or series created under this section, the corporation shall deliver to the commission for filing a statement entitled "statement pursuant to section 10-602", which constitutes an amendment to the articles of incorporation and which is effective as provided in section 10-123 and without shareholder action, that sets forth all of the following:

1. The name of the corporation.

2. The text of the resolution determining the terms of the class or series of shares.

3. The date it was adopted.

4. A statement that the resolution was duly adopted by the board of directors.
A.R.S. § 10-1814 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1814
10-1814 Appointment of conservator
Status: in_force

10-1814. Appointment of conservator

A. The superior court in the county in which the known place of business or statutory agent of the corporation is situated, may in an action by any investor, appoint a conservator or interim manager of the corporation if the court finds that a deadlock or dispute involving the internal affairs of the corporation impairs or threatens to impair the value of the assets or the continued conduct of the business of the corporation. Upon or subsequent to appointing such a conservator or interim manager, the court may enter orders which, despite any contract or provision of the articles of incorporation to the contrary:

1. Suspend, revoke or nullify the authority, in whole or in part, of any existing manager or managers or any conservator or interim manager appointed pursuant to section 10-1806.

2. Define the authority of such conservator or interim manager.

3. Set the compensation of such conservator or interim manager to be paid by the corporation.

4. Resolve, partially resolve or aid in the resolution of any such deadlock or dispute.

B. When any order or appointment is issued pursuant to subsection A of this section, the clerk of the court shall immediately supply a copy thereof to the commission.
A.R.S. § 10-11002 — Arizona Code / Title 10 / Chapter 33 / Article 1 / Section 11002
10-11002 Amendment by board of directors
Status: in_force

10-11002. Amendment by board of directors

A. If a corporation has members who are otherwise entitled to vote on amendments to the corporation's articles, then unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval to either:

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

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

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

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

5. Make any other change expressly permitted by chapters 24 through 40 of this title or the articles of incorporation to be made by director action.

B. If a corporation has no members or if no members are entitled to vote on the proposed amendment, the board of directors may adopt one or more amendments to the corporation's articles of incorporation.

C. Adoption of an amendment pursuant to this section requires the approval in writing by any person or persons whose approval is required pursuant to section 10-11030 for an amendment to the articles of incorporation or bylaws.
A.R.S. § 10-11433 — Arizona Code / Title 10 / Chapter 37 / Article 3 / Section 11433
10-11433 Decree of dissolution
Status: in_force

10-11433. Decree of dissolution

A. If after a hearing the court determines that one or more of the grounds for judicial dissolution described in section 10-11430 exist, it may enter a decree that dissolves the corporation and specifies the effective date. The clerk of the court shall deliver a certified copy of the dissolution decree to the commission which shall file it.

B. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 10-11405 and the notification of claimants in accordance with sections 10-11406 and 10-11407.
A.R.S. § 10-625 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 625
10-625 Form and content of certificates
Status: in_force

10-625. Form and content of certificates

A. Shares may but need not be represented by certificates. Unless chapters 1 through 17 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. A certificate shall not be issued for any share until such share is fully paid.

B. At a minimum each share certificate shall state on its face all of the following:

1. The name of the issuing corporation and that it is organized under the laws of this state.

2. The name of the person to whom issued.

3. The number and class of shares and the designation of the series, if any, the certificate represents.

C. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish this information to the shareholder on request in writing and without charge.

D. Each share certificate:

1. Shall be signed either manually or in facsimile by one or more officers designated in the bylaws or by the board of directors.

2. May bear the corporate seal or its facsimile.

E. If the person who signed either manually or in facsimile a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
A.R.S. § 10-2148 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2148
10-2148 Taking of acknowledgments by officer or member
Status: in_force

10-2148. Taking of acknowledgments by officer or member

A person authorized to take acknowledgments under the laws of this state shall not be disqualified from taking acknowledgments of instruments executed in favor of a generation and transmission cooperative or to which it is a party, by reason of being an officer, director or member of the generation and transmission cooperative.
A.R.S. § 10-825 — Arizona Code / Title 10 / Chapter 8 / Article 2 / Section 825
10-825 Committees
Status: in_force

10-825. Committees

A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may create one or more committees and may appoint members of the board of directors to serve on them. Each committee shall have one or more members, and each member of a committee shall serve at the pleasure of the board of directors.

B. The creation of a committee and appointment of members to it shall be approved by the greater of:

1. A majority of all of the directors in office when the action is taken.

2. The number of directors required by the articles of incorporation or bylaws to take action under section 10-824.

C. Sections 10-820 through 10-824 governing meetings, action without meetings and notice, waiver of notice, quorum and voting requirements of the board of directors also apply to committees and their members.

D. Subject to the limitations set forth in subsection E of this section, each committee may exercise the authority of the board of directors under section 10-801 to the extent specified by the board of directors or in the articles of incorporation or bylaws.

E. A committee shall not take any of the following actions:

1. Authorize distributions.

2. Approve or submit to shareholders any action that requires the shareholders' approval under this chapter.

3. Fill vacancies on the board of directors or on any of its committees.

4. Amend articles of incorporation pursuant to section 10-1002.

5. Adopt, amend or repeal bylaws.

6. Approve a plan of merger not requiring shareholder approval.

7. Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors.

8. Authorize or approve the issuance, sale or contract for sale of shares or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or an executive officer of the corporation to do so within limits specifically prescribed by the board of directors.

9. Fix the compensation of directors for serving on the board or any committee of the board of directors.

F. The creation of, delegation of authority to or action by a committee does not alone constitute compliance by a director with the standards of conduct prescribed in section 10-830.

G. The board may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee.
A.R.S. § 10-1808 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1808
10-1808 Purposes
Status: in_force

10-1808. Purposes

Close corporations may be organized under this article for any lawful purpose or purposes except for those purposes set forth in titles 6, 20 or 40.
A.R.S. § 10-3845 — Arizona Code / Title 10 / Chapter 31 / Article 4 / Section 3845
10-3845 Officers' authority to execute documents
Status: in_force

10-3845. Officers' authority to execute documents

Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by two individuals who are either:

1. Both the presiding officer of the board of directors and the president.

2. Either the presiding officer of the board of directors or the president, and one of the following:

(a) A vice-president.

(b) The secretary.

(c) The treasurer.

(d) The executive director.
A.R.S. § 10-3855 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3855
10-3855 Determination and authorization of indemnification
Status: in_force

10-3855. Determination and authorization of indemnification

A. A corporation may not indemnify a director under section 10-3851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 10-3851.

B. The determination shall be made either:

1. By the board of directors by a majority vote of the directors not at the time parties to the proceeding.

2. By special legal counsel:

(a) Selected by majority vote of the disinterested directors.

(b) If there are no disinterested directors, selected by majority vote of the board of directors.

3. By the members, but directors who are at the time parties to the proceeding may not vote on the determination.

C. Neither special legal counsel nor any member has any liability whatsoever for a determination made pursuant to this section. In voting pursuant to subsection B of this section, directors shall discharge their duty in accordance with section 10-3830.

D. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection B, paragraph 2 of this section to select counsel.
A.R.S. § 10-2441 — Arizona Code / Title 10 / Chapter 22 / Article 4 / Section 2441
10-2441 Preparation of annual benefit report
Status: in_force

10-2441. Preparation of annual benefit report

A. A benefit corporation shall prepare an annual benefit report that includes all of the following:

1. A narrative description of:

(a) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created.

(b) Both:

(i) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to create.

(ii) The extent to which the specific public benefit was created.

(c) Any circumstances that have hindered the benefit corporation in creating general public benefit or a specific public benefit.

(d) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report.

2. An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard that is either of the following:

(a) Applied consistently with any application of that standard in prior benefit reports.

(b) Accompanied by an explanation of the reasons for either of the following:

(i) Any inconsistent application.

(ii) The change to that standard from the one used in the immediately prior report.

3. The compensation paid by the benefit corporation during the year to each director in the capacity of a director.

4. A statement of any connection between the organization that established the third-party standard, or its directors, its officers or any holder of five per cent or more of the governance interests in the organization and the benefit corporation or its directors, its officers or any holder of five per cent or more of the outstanding shares of the benefit corporation, or any other financial or governance relationship that might materially affect the credibility of the use of the third-party standard.

B. Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by subsection A, paragraph 2 of this section is required to be audited or certified by a third-party standards provider.
A.R.S. § 10-806 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 806
10-806 Staggered terms for directors
Status: in_force

10-806. Staggered terms for directors

The articles of incorporation may provide for staggering the directors' terms of office by dividing the total number of directors into two, three or, to the extent not inconsistent with cumulative voting rights, more groups, with each group having at least three directors and each group containing as equal a number of directors as is possible. The term of office of the directors in the first group expires at the first annual shareholders' meeting following their election, the term of office of the directors in the second group expires at the second annual shareholders' meeting following their election, and the term of office of the directors in the third or other additional group, if any, expires at the third or other appropriate subsequent annual shareholders' meeting following their election. At each annual shareholders' meeting held after the division of the directors into groups, directors shall be elected to hold office until the second succeeding annual meeting, if there are two groups, until the third succeeding annual meeting, if there are three groups, or until the appropriate succeeding annual meeting, if there are more than three groups.
A.R.S. § 10-11521 — Arizona Code / Title 10 / Chapter 38 / Article 2 / Section 11521
10-11521 Withdrawal by directors or members; foreign corporations
Status: in_force

10-11521. Withdrawal by directors or members; foreign corporations

A. A majority of the directors or members of a foreign corporation that has not commenced conducting affairs in this state may withdraw the foreign corporation by delivering to the commission for filing an application for withdrawal that sets forth all of the following:

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

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

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

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

5. That the foreign corporation has not conducted affairs in this state and that it surrenders its authority to conduct affairs in this state.

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

7. That a majority of the directors or members authorized the withdrawal.

B. The application for withdrawal filed pursuant to this section must be executed pursuant to section 10-3120, subsection F.

C. After determining that the application appears in all respects to conform to the requirements of this chapter and when all fees have been paid as are prescribed by this chapter, the commission shall file the application in the manner provided in section 10-3120.  On the filing of the application for withdrawal, the authority of the foreign corporation to conduct affairs in this state ceases.
A.R.S. § 10-807 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 807
10-807 Resignation of directors
Status: in_force

10-807. Resignation of directors

A. A director may resign at any time by delivering written notice to the board of directors, its chairman or the corporation.

B. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.
A.R.S. § 10-1201 — Arizona Code / Title 10 / Chapter 12 / Article 1 / Section 1201
10-1201 Sale of assets in regular course of business and mortgage of assets
Status: in_force

10-1201. Sale of assets in regular course of business 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 business.

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 business.

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

B. Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection A is not required.
A.R.S. § 10-127 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 127
10-127 Evidentiary effect of copy of filed document
Status: in_force

10-127. Evidentiary effect of copy of filed document

A stamp affixed to a copy of a document filed by the commission, bearing the signature of the executive director of the commission, which may be in facsimile or electronic form, and the seal of the commission, is conclusive evidence that the original document is on file with the commission.
A.R.S. § 10-2706 — Arizona Code / Title 10 / Chapter 23 / Article 1 / Section 2706
10-2706 Application
Status: in_force

10-2706. Application

A. This chapter applies only to issuing public corporations and to corporations which elect pursuant to subsection C of this section to be subject to:

1. All of the provisions of this article.

2. All of the provisions of article 2 of this chapter.

3. All of the provisions of article 3 of this chapter.

4. Any combination of paragraph 1, 2 or 3.

B. A corporation may not elect to be subject to less than all of the provisions in any article of this chapter. A corporation which elects to be subject to all or part of this chapter pursuant to subsection C of this section, for purposes of applying the provisions of this chapter or part of this chapter, shall be deemed an issuing public corporation.

C. An election by a corporation pursuant to subsection A of this section must be contained either:

1. In its articles of incorporation at the time of incorporation.

2. In an amendment to its articles of incorporation or bylaws which is approved by the shareholders holding a majority of the outstanding voting power of all shares.
A.R.S. § 10-125 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 125
10-125 Filing duty of commission
Status: in_force

10-125. Filing duty of commission

A. At the time of delivery of a document to the commission, the commission shall stamp, endorse or attach the date and time of delivery of the document.

B. The commission shall file a document delivered to the commission for filing if both of the following apply:

1. The commission determines that the document satisfies the requirements of chapters 1 through 17 of this title.

2. The corporation filing the document or on whose behalf the document is being filed is in good standing within the meaning of section 10-128.

C. The commission may file a document delivered to the commission in which either the corporation has filed articles of dissolution or the corporation has filed a document that is required to bring the corporation into good standing.  The commission shall provide notice of the filing to the domestic or foreign corporation or its representative.

D. If the commission refuses to file a document, it shall provide notice of the refusal to the domestic or foreign corporation or its representative within five days after the determination of refusal to file, together with a brief written explanation of the reason for the refusal.

E. The filing or refusing to file a document by the commission does not:

1. Affect the validity or invalidity of the document in whole or part, except to the extent that filing is required to make the document valid.

2. Relate to the correctness or incorrectness of information contained in the document.

3. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
A.R.S. § 10-206 — Arizona Code / Title 10 / Chapter 2 / Article 1 / Section 206
10-206 Bylaws
Status: in_force

10-206. Bylaws

A. The board of directors of a corporation shall adopt initial bylaws for the corporation.

B. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
A.R.S. § 10-2743 — Arizona Code / Title 10 / Chapter 23 / Article 3 / Section 2743
10-2743 Business combinations; exemptions
Status: in_force

10-2743. Business combinations; exemptions

A. This article does not apply to any business combination of an issuing public corporation if any of the following applies:

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

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

3. The business combination was consummated before, or a binding agreement for the business combination was entered into before, July 23, 1987.

4. The business combination of the issuing public corporation is with an interested shareholder whose share acquisition date is on or before July 22, 1987, if the business combination is approved by a simple majority vote of a committee of the board of directors of the issuing public corporation which is formed in accordance with section 10-2741, subsection D.

5. The business combination of the issuing public corporation is with an interested shareholder of the issuing public corporation who became an interested shareholder inadvertently, if the interested shareholder both:

(a) As soon as practicable, divests itself of a sufficient amount of the shares so that it no longer is the beneficial owner, directly or indirectly, of ten per cent or more of the outstanding shares of the issuing public corporation.

(b) Would not at any time within the three year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition.

6. The issuing public corporation is an insurance company regulated under title 20, unless the company elects to be subject to this article in whole or in part pursuant to section 10-2706.

B. A bylaw adopted or amended pursuant to subsection A, paragraph 2 of this section shall not be amended or further amended without the approval of the shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by an interested shareholder or their affiliates or associates.
A.R.S. § 10-1636 — Arizona Code / Title 10 / Chapter 16 / Article 3 / Section 1636
10-1636 Civil liability for false filings; exceptions
Status: in_force

10-1636. Civil liability for false filings; exceptions

A. Except as provided in subsection C or D of this section, any person that authorizes or signs a report, certificate, notice or other document with respect to a corporation that is delivered for filing with the commission pursuant to this chapter and that has knowledge at the time of delivery to the commission for filing that the information contained in that report, certificate, notice or other document is materially false or misleading is liable to the corporation and its creditors and shareholders for all damages resulting.  The prevailing party in an action for the liability imposed under this subsection is entitled to an award for its costs and reasonable attorney fees.

B. An action for the liability imposed by subsection A of this section must be commenced within two years after discovery of the false statement or the time a reasonable person would have discovered it, but not later than six years after the report, certificate, notice or other document was filed or received by the commission.

C. This section does not apply to any filing made by a corporation whose shares are listed or approved for listing on any stock exchange or national market system of a national securities association specified in section 44-1843, subsection A, paragraph 7 or the rules of the corporation commission relating to that paragraph or whose securities are issued by an entity that is exempt from section 44-1841 pursuant to section 44-1843, subsection A, paragraph 2 or 3 or the rules of the corporation commission relating to those paragraphs.

D. Execution of a consent to serve as a statutory agent does not by itself constitute a certification of the truth or accuracy of the information contained in a report, certificate, notice or other document with respect to the corporation even if the consent is attached to another filing.

E. This section does not prevent the award of equitable remedies, if appropriate.
A.R.S. § 10-201 — Arizona Code / Title 10 / Chapter 2 / Article 1 / Section 201
10-201 Incorporators
Status: in_force

10-201. Incorporators

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation and a certificate of disclosure to the commission for filing.
A.R.S. § 10-2065 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2065
10-2065 Districts; boundaries
Status: in_force

10-2065. Districts; boundaries

The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates.  The bylaws shall prescribe the boundaries of the districts, or the manner of establishing the boundaries, the manner of changing such boundaries and the manner in which the districts shall function.
A.R.S. § 10-1330 — Arizona Code / Title 10 / Chapter 13 / Article 3 / Section 1330
10-1330 Court action
Status: in_force

10-1330. Court action

A. If a demand for payment under section 10-1328 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and shall petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

B. The corporation shall commence the proceeding in the court in the county where a corporation's principal office or, if none in this state, its known place of business is located. If the corporation is a foreign corporation without a known place of business in this state, it shall commence the proceeding in the county in this state where the known place of business of the domestic corporation was located.

C. The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by certified mail or by publication as provided by law or by the Arizona rules of civil procedure.

D. The jurisdiction of the court in which the proceeding is commenced under subsection B of this section is plenary and exclusive. There is no right to trial by jury in any proceeding brought under this section. The court may appoint a master to have the powers and authorities as are conferred on masters by law, by the Arizona rules of civil procedure or by the order of appointment. The master's report is subject to exceptions to be heard before the court, both on the law and the facts. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

E. Each dissenter made a party to the proceeding is entitled to judgment either:

1. For the amount, if any, by which the court finds the fair value of his shares plus interest exceeds the amount paid by the corporation.

2. For the fair value plus accrued interest of the dissenter's after-acquired shares for which the corporation elected to withhold payment under section 10-1327.
A.R.S. § 10-2220 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2220
10-2220 Issuance of shares
Status: in_force

10-2220. Issuance of shares

A. A professional corporation may issue voting shares, fractional voting shares and rights or options to purchase voting shares only to:

1. Individuals who are licensed by law in this or another state to render a professional service described in the corporation's articles of incorporation.

2. General partnerships, registered limited liability partnerships and other partnerships and joint ventures, domestic or foreign, in which all of the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this state to render a professional service described in the corporation's articles of incorporation.

3. Professional corporations, professional limited liability companies and other persons, domestic or foreign, authorized by law in this state to render a professional service described in the corporation's articles of incorporation.

4. Other persons, if after the issuance of voting shares the other persons in the aggregate do not hold more than forty-nine per cent of the voting shares, unless a greater or lesser percentage is prescribed by the licensing authority.

5. An employee stock ownership plan as defined in section 4975(e)(7) of the internal revenue code of 1986, as amended, if both of the following apply:

(a) All of the voting trustees of the plan are professionals who are licensed to provide at least one category of the professional services described in the corporation's articles of incorporation.

(b) The ownership interests are not directly issued to persons other than the employee stock ownership plan trust or professionals who are licensed to provide at least one category of the professional services described in the corporation's articles of incorporation.

B. The following are not violations of subsection A, paragraph 1 of this section:

1. Any community interest of an unlicensed spouse in the voting shares issued to a licensed spouse in which the unlicensed spouse with a community interest in the voting shares does not have the right to vote the shares.

2. Issuance of voting shares to a trust established for the benefit of the licensed individual or members of the licensed individual's immediate family in which the licensed individual has the right to vote the shares and the trust and the members of the licensed individual's immediate family do not have the right to vote the shares.

C. Subsection B of this section does not prohibit an issuance to an unlicensed spouse or to a trust in accordance with subsection A, paragraph 4 of this section or section 10-2231, subsection B.

D. An issuance made in violation of subsection A of this section is void.
A.R.S. § 10-2015 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2015
10-2015 Referral to membership
Status: in_force

10-2015. Referral to membership

Upon demand of one half of the entire board of directors any matter that has been approved or passed by the board shall be referred to the membership or the shareholders for decision at the next special or regular meeting.
A.R.S. § 10-2265 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2265
10-2265 Supervision and reports
Status: in_force

10-2265. Supervision and reports

The deputy director of financial institutions may supervise, examine and control a corporation in the same manner as financial institutions are so supervised, examined and controlled by the deputy director pursuant to law, except that it shall not be the duty of the deputy director to supervise the investment or lending policies of a corporation. In addition to such other reports as are required by law, a corporation shall make an annual report of its condition to the deputy director on or before March 1 of each year. An audit report prepared by a certified public accountant shall accompany the annual report of condition. The audit may be accepted by the deputy director in lieu of an examination.
A.R.S. § 10-2106 — Arizona Code / Title 10 / Chapter 19 / Article 3 / Section 2106
10-2106 Wearing insignia of patriotic or fraternal order without authority to obtain aid; classification
Status: in_force

10-2106. Wearing insignia of patriotic or fraternal order without authority to obtain aid; classification

A person who wears the insignia, badge, emblem, distinctive ribbon or membership rosette or button of a benevolent, fraternal, patriotic or veterans' organization, or secret society or organization, or its auxiliary, a facsimile of which has been filed in the office of the secretary of state, or uses such insignia, badge, emblem, distinctive ribbon or membership rosette or button to obtain aid or assistance within this state, unless the person is entitled to use or wear them, is guilty of a class 3 misdemeanor.
A.R.S. § 10-1508 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1508
10-1508 Change of known place of business or statutory agent of foreign corporation
Status: in_force

10-1508. Change of known place of business or statutory agent of foreign corporation

A. A foreign corporation authorized to transact business in this state may change its known place of business or statutory agent by delivering to the commission for filing a statement of change, which may be the annual report, that sets forth:

1. The name of the foreign corporation.

2. The street address of its current known place of business.

3. If the current known place of business is to be changed, the street address of the new known place of business.

4. The name and street address of its current statutory agent.

5. If the current statutory agent is to be changed, the name of its new statutory agent and the new agent's written consent to the appointment.

B. The statement of change shall be executed by the foreign corporation by an officer and delivered to the commission. The change or changes set forth in the statement of change are effective on delivery to the commission for filing.

C. If a statutory agent changes its street address, it shall give written notice to the foreign corporation of the change and shall sign, either manually or in facsimile, and deliver to the commission for filing a statement that complies with the requirements of subsection A and recites that the foreign corporation has been given written notice of the change. The change or changes are effective on delivery to the commission for filing.
A.R.S. § 10-2252 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2252
10-2252 Purposes
Status: in_force

10-2252. Purposes

The purposes of a corporation formed under the terms of this chapter shall be to:

1. Assist, promote, encourage and, through the cooperative efforts of the shareholders and the members of the corporation, develop and advance the business prosperity and economic welfare of Arizona.

2. Encourage and assist in the location of new business and industry in Arizona.

3. Rehabilitate existing business and industry in Arizona.

4. Stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of the state.

5. Cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural or recreational development of the state.

6. Furnish money and credit to approved and deserving applicants for the promotion, development and conduct of all kinds of business activity in the state, thereby establishing a source of capital and credit not otherwise readily available therefor.
A.R.S. § 10-862 — Arizona Code / Title 10 / Chapter 8 / Article 6 / Section 862
10-862 Directors' action; definition
Status: in_force

10-862. Directors' action; definition

A. Directors' action respecting a transaction is effective for purposes of section 10-861, subsection B, paragraph 1 if the transaction received the affirmative vote of a majority, but at least two, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection B of this section. Action by a committee is effective under this section only if both:

1. All of its members are qualified directors.

2. Members are either all of the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.

B. If a director has a conflicting interest respecting a transaction but neither the director nor a related person of the director specified in section 10-860, paragraph 3, subdivision (a) is a party to the transaction and if the director has a duty under law or professional canon or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the disclosure described in section 10-860, paragraph 4, subdivision (b), disclosure is sufficient for purposes of subsection A of this section if the director both:

1. Discloses to the directors voting on the transaction the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction.

2. Plays no part, directly or indirectly, in their deliberations or vote.

C. A majority, but at least two, of all of the qualified directors on the board of directors or on the committee is a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.

D. For purposes of this section, "qualified director" means, with respect to a director's conflicting transaction, any director who does not have either:

1. A conflicting interest respecting the transaction.

2. A familial, financial, professional or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.
A.R.S. § 10-502 — Arizona Code / Title 10 / Chapter 5 / Article 1 / Section 502
10-502 Change of known place of business or statutory agent
Status: in_force

10-502. Change of known place of business or statutory agent

A. A corporation may change its known place of business or statutory agent by delivering to the commission for filing a statement of change that may be the annual report and that sets forth:

1. The name of the corporation.

2. If the current known place of business is to be changed, the street address of the new known place of business.

3. If the current statutory agent is to be changed, the name and street address of the new statutory agent and the new agent's written consent to the appointment.

B. The statement of change shall be executed by the corporation by an officer and delivered to the commission. The change or changes set forth in the statement of change are effective on delivery to the commission for filing.

C. If a statutory agent changes its street address, it shall give written notice to the corporation of the change and sign, either manually or by fax, and deliver to the commission for filing a statement that complies with the requirements of subsection A of this section and that recites that the corporation has been given written notice of the change. The change or changes set forth in the statement are effective on delivery to the commission for filing.
A.R.S. § 10-1806 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1806
10-1806 Settlement of disputes; arbitration
Status: in_force

10-1806. Settlement of disputes; arbitration

The articles of incorporation may provide for arbitration of any deadlock or dispute involving the internal affairs of the corporation. To the extent the articles of incorporation do not provide to the contrary, such arbitration shall be governed by title 12, chapter  21.  Unless otherwise provided in the articles of incorporation, if the arbitrators determine that such deadlock or dispute either impairs or threatens to impair the value of the assets or continued conduct of the business of the corporation, the arbitrators may appoint a conservator or interim manager to preserve the business and assets of the corporation or to continue the operation of the business of the corporation, or both, during the pendency of such arbitration proceedings. If such arbitrators appoint a conservator or interim manager, the arbitrators may suspend, revoke or nullify the authority of any existing manager or managers.  The articles of incorporation may also provide that the arbitrators may suspend, revoke or nullify the employment or any employment contract of any existing manager or managers without payment of compensation and without liability for damages or breach of contract. Unless provided otherwise in the articles of incorporation, the arbitrators may define the authority and set the compensation of the conservator or interim manager, and shall immediately file a certificate of the appointment of such conservator or interim manager with the commission.  Such arbitration proceedings shall not supersede the power of the superior court of Arizona to appoint an interim manager under section 10-1814. A court appointed interim manager shall replace any conservator or interim manager appointed under this section.
A.R.S. § 10-3633 — Arizona Code / Title 10 / Chapter 29 / Article 4 / Section 3633
10-3633 Stay of proceedings
Status: in_force

10-3633. Stay of proceedings

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
A.R.S. § 10-3637 — Arizona Code / Title 10 / Chapter 29 / Article 4 / Section 3637
10-3637 Applicability to foreign corporations
Status: in_force

10-3637. 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 10-3633, 10-3635 and 10-3636.
A.R.S. § 10-11631 — Arizona Code / Title 10 / Chapter 39 / Article 3 / Section 11631
10-11631 Civil liability for false statements
Status: in_force

10-11631. 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 member 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. § 10-1202 — Arizona Code / Title 10 / Chapter 12 / Article 1 / Section 1202
10-1202 Sale of assets other than in regular course of business
Status: in_force

10-1202. Sale of assets other than in regular course of business

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 business, if the board of directors proposes and its shareholders approve the proposed transaction.

B. For a transaction to be authorized:

1. The board of directors shall recommend the proposed transaction 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 with the submission of the proposed transaction.

2. The shareholders entitled to vote shall approve the transaction.

C. The board of directors may condition its submission of the proposed transaction 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 the sale, lease, exchange or other disposition of all or substantially all of the property of the corporation and shall contain or be accompanied by a description of the transaction.

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, a majority of all of the votes entitled to be cast on the transaction shall approve the transaction to be authorized.

F. After any sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action.

G. A transaction that constitutes a distribution is governed by section 10-640 and not by this section.
A.R.S. § 10-855 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 855
10-855 Determination and authorization of indemnification
Status: in_force

10-855. Determination and authorization of indemnification

A. A corporation may not indemnify a director under section 10-851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 10-851.

B. The determination shall be made either:

1. By the board of directors by a majority vote of the directors not at the time parties to the proceeding.

2. By special legal counsel:

(a) Selected by majority vote of the disinterested directors.

(b) If there are no disinterested directors, selected by majority vote of the board.

3. By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding shall not be voted on the determination.

C. Neither special legal counsel nor any shareholder has any liability whatsoever for a determination made pursuant to this section. In voting pursuant to subsection B of this section, directors shall discharge their duty in accordance with section 10-830.

D. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection B, paragraph 2 of this section to select counsel.
A.R.S. § 10-3611 — Arizona Code / Title 10 / Chapter 29 / Article 2 / Section 3611
10-3611 Transfers
Status: in_force

10-3611. Transfers

A. Except as set forth in or authorized by the articles of incorporation or bylaws, no member of a corporation may transfer a membership or any right arising from that membership.

B. If transfer rights are provided, no restriction on them is binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
A.R.S. § 10-2070 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2070
10-2070 Use of roads and streets; notice; protest
Status: in_force

10-2070. Use of roads and streets; notice; protest

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

B. Within the confines of municipal corporations however, use and occupancy of streets shall be under such rights as may be 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 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 as to the use of the public roads as may be deemed best for the public safety or welfare. Every franchise granted under this section shall 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 such franchise.

C. The board of supervisors before granting the privileges 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 such action. If, on or before such 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 shall be void.
A.R.S. § 10-2240 — Arizona Code / Title 10 / Chapter 20 / Article 5 / Section 2240
10-2240 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-2240. Merger, interest exchange, conversion, domestication or division; definitions

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

B. If a domestic professional corporation is to be created in a merger, a conversion, a domestication or a division, the shareholders of the corporation must be qualified to be shareholders as provided in this chapter.

C. For the purposes of this section:

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

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

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

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

5. "Merger" means a transaction authorized by title 29, chapter 6, article 2.
A.R.S. § 10-3722 — Arizona Code / Title 10 / Chapter 30 / Article 2 / Section 3722
10-3722 Quorum requirements
Status: in_force

10-3722. Quorum requirements

Unless chapters 24 through 40 of this title or the articles of incorporation provide for a higher or lower quorum the bylaws may provide the number or percentage of members entitled to vote, present or represented by proxy, or the number or percentage of votes entitled to be cast by members present or represented by proxy, that shall constitute a quorum at a meeting of members. In the absence of that provision, members, present or represented by proxy, holding one-tenth of the votes entitled to be cast, shall constitute a quorum.
A.R.S. § 10-2101 — Arizona Code / Title 10 / Chapter 19 / Article 3 / Section 2101
10-2101 Requirements for formation
Status: in_force

10-2101. Requirements for formation

A. The members of a grand lodge or division, or of a subordinate lodge or division, acting under the authority of a grand lodge or division of Free Masons, Odd Fellows, Knights of Pythias, Workmen, Elks or of any other society constituted in a manner generally similar thereto, whether or not acting under the jurisdiction of a grand lodge or division, may assemble at their usual place of meeting, and in accordance with the rules of their society, elect not less than three nor more than nine of their number trustees for the purpose of preserving the property belonging to the society and transacting all business relating to the investment and disposal thereof.

B. The trustees may have a common seal and alter it at pleasure, and for all purposes for which they are authorized to act shall be deemed a corporation.
A.R.S. § 10-831 — Arizona Code / Title 10 / Chapter 8 / Article 3 / Section 831
10-831 Standards of liability for directors; presumption
Status: in_force

10-831. Standards of liability for directors; presumption

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 section 10-830. In any proceeding commenced under 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 the director's duties pursuant to section 10-830.  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.
A.R.S. § 10-122.01 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 122.01
10-122.01 Public access fund; purpose; exemption; money on deposit account
Status: in_force

10-122.01. Public access fund; purpose; exemption; money on deposit account

A. The public access fund is established. The commission shall administer the fund.  The fund consists of monies received pursuant to:

1. Section 10-122, subsections E, F, G, H and K.

2. Section 10-3122, subsections I and K.

3. Section 29-3213, subsections E and F.

B. Except as provided in subsection C of this section:

1. Monies in the fund are subject to legislative appropriation.

2. The commission shall spend monies in the fund for a part of the general administrative and legal expenses of the commission and to purchase, install and maintain an improved data processing system on the premises of the commission.  The data processing system shall be designed to allow direct online access by any person at a remote location to all public records that are filed with the commission pursuant to this title and title 29 relating to limited liability companies.

3. When sufficient monies have been collected pursuant to section 10-122, subsections F, G and H and section 10-3122, subsection I to pay for the purchase and installation of the data processing system, the commission shall not charge and collect the fees prescribed in section 10-122, subsection H or section 10-3122, subsection H.

4. Monies in the fund are exempt from the provisions of section 35-190 relating to lapsing of appropriations, except that any unencumbered monies in excess of $200,000 at the end of each fiscal year revert to the state general fund.

C. The money on deposit account is established in the public access fund as a separate account consisting of monies received pursuant to section 10-122, subsection K, section 10-3122, subsection K, section 29-851, subsection F and section 29-3213, subsection F. Monies in the money on deposit account:

1. Are held in trust by the commission.

2. May be withdrawn by the commission only:

(a) To cover fees that are due pursuant to this title or title 29 relating to limited liability companies on delivery of documents for filing or on a request for services by a person who advanced monies to the commission pursuant to section 10-122, subsection K, section 10-3122, subsection K, section 29-851, subsection F or section 29-3213, subsection F.

(b) To refund the monies advanced in subdivision (a) of this paragraph if the person who requested services pursuant to subdivision (a) of this paragraph requests the refund.

(c) For the disposition of unclaimed property pursuant to title 44, chapter 3.

3. Are not subject to either:

(a) Legislative appropriation.

(b) Reversion to the state general fund.
A.R.S. § 10-123 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 123
10-123 Effective time and date of document
Status: in_force

10-123. 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 10-124, if the commission determines that the requirements of chapters 1 through 17 of this title for filing have not been met, the document shall not be filed and, except as provided in section 10-203, 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 10-125 and the filing is effective as of the date and time determined pursuant to subsection A or B of this section.
A.R.S. § 10-2139 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2139
10-2139 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-2139. Merger, interest exchange, conversion, domestication or division; definitions

A. A domestic nonprofit electric generation and transmission cooperative corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapter 34 of this title and title 29, chapter 6.

B. Except as set forth in section 10-2141, a plan must be approved by two-thirds of the members.

C. If a domestic nonprofit electric generation and transmission cooperative corporation is to be created in a merger, a conversion, domestication or a division:

1. The initial members of the corporation must consist of two or more electric utilities or persons that fulfill the requirements for being a member as prescribed by section 10-2123.

2. The name of the corporation must comply with section 10-2124.

D. For the purposes of this section:

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

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

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

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

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

6. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.
A.R.S. § 10-1875 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1875
10-1875 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-1875. Merger, interest exchange, conversion, domestication or division; definitions

A. A domestic business trust may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6.

B. If a domestic business trust is to be created in a merger, a conversion, a domestication or a division, the trust must comply with the delivery requirements set forth in section 10-1874, subsections A and B.

C. For the purposes of this section, references in chapters 11 and 13 of this title to:

1. "Corporations" are deemed references to business trusts.

2. "Directors" are deemed references to trustees.

3. "Shareholders" are deemed references to holders of transferable certificates evidencing beneficial interests in the trust estate.

D. For the purposes of this section:

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

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

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

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

5. "Merger" means a transaction authorized by title 29, chapter 6, article 2.
A.R.S. § 10-1802 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1802
10-1802 Definitions
Status: in_force

10-1802. Definitions

In this article, unless the context otherwise requires:

1. "Capital units" means the proportions of the proprietary interest in the corporation owned by the investors.

2. "Commission" means the Arizona corporation commission.

3. "Corporation" or "close corporation" means a corporation for profit organized pursuant to the provisions of this article.

4. "Good faith" or "in good faith" means an act or thing done when it is in fact done honestly, whether it be done negligently or not.

5. "Investor" means one who is the owner of capital units in a close corporation.

6. "Manager" means the person or persons named in the articles of incorporation either originally or by amendment thereto in the capacity of manager or assistant manager and does not include any person who is not so named.
A.R.S. § 10-11633 — Arizona Code / Title 10 / Chapter 39 / Article 3 / Section 11633
10-11633 Interrogatories by the commission
Status: in_force

10-11633. Interrogatories by the commission

The commission may propound to any domestic or foreign corporation subject to chapters 24 through 40 of this title and to any officer or director of the corporation interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation complied with all of the provisions of chapters 24 through 40 of this title applicable to the corporation. The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission, and the answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual they shall be answered by the individual, and if directed to a corporation they shall be answered by the president, vice-president, secretary or assistant secretary of the corporation. The commission need not file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section, and not then if the answers to the interrogatories disclose that the document is not in conformity with the provisions of chapters 24 through 40 of this title. The commission shall certify to the attorney general, for such action as the attorney general deems appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of chapters 24 through 40 of this title.
A.R.S. § 10-2432 — Arizona Code / Title 10 / Chapter 22 / Article 3 / Section 2432
10-2432 Standard of conduct for officers
Status: in_force

10-2432. Standard of conduct for officers

A. Each officer of a benefit corporation shall consider the interests and factors described in section 10-2431, subsection A, in the manner provided in that subsection, if both of the following apply:

1. The officer has discretion to act with respect to a matter.

2. It reasonably appears to the officer that the matter may have a material effect on the general public benefit or specific public benefit identified in the articles of incorporation of the benefit corporation.

B. The consideration of interests and factors in the manner described in subsection A of this section does not constitute a violation of section 10-842.

C. Except as otherwise provided in this section, the standards of conduct and presumptions prescribed in chapter 8 of this title apply to officers of benefit corporations.

D. Except as provided in the articles of incorporation or bylaws, an officer is not personally liable for monetary damages for failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

E. An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or the specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

F. An officer who makes a business judgment in good faith fulfills the duty under this section if all of the following apply:

1. The officer is not interested in the subject of the business judgment.

2. The officer is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances.

3. The officer rationally believes that the business judgment is in the best interests of the benefit corporation.
A.R.S. § 10-3864 — Arizona Code / Title 10 / Chapter 31 / Article 6 / Section 3864
10-3864 Conflict of interest policy; exceptions
Status: in_force

10-3864. Conflict of interest policy; exceptions

A. The board of directors of a corporation shall adopt a policy regarding transactions between the corporation and interested persons, including the sale, lease or exchange of property to or from interested persons and the corporation, the lending or borrowing of monies to or from interested persons by the corporation or the payment of compensation by the corporation for services provided by interested persons. For the purposes of this subsection, "interested person" means an officer or director of a corporation or any other corporation, firm, association or entity in which an officer or director of a corporation is a member, officer or director or has a financial interest.

B. The requirements of this section do not apply to any of the following:

1. A corporation that had assets at the end of its last fiscal year with a book value of less than ten million dollars, net of accumulated depreciation, or had gross receipts or revenues of less than two million dollars in its last fiscal year.

2. A corporation that offers goods or services only to members who are entitled to vote for its board of directors.

3. A corporation organized for religious purposes that 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.

4. A corporation organized by or on behalf of the United States, this state, a political subdivision of this state or an agency or instrumentality of such a governmental entity.

5. A hospital, medical, dental or optometric service corporation licensed pursuant to title 20, chapter 4, article 3.

C. For the purposes of subsection B, paragraph 3:

1. Goods and services include medical, hospital, dental or counseling or social services offered on a regular basis to the public for remuneration.

2. A corporation 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.

D. The exemption provided by subsection B, paragraph 4 does not apply to a corporation that provides services to or operates assets of the governmental entity pursuant to a lease or contract.
A.R.S. § 10-723 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 723
10-723 Shares held by nominees
Status: in_force

10-723. Shares held by nominees

A. A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.

B. The procedure may set forth:

1. The types of nominees to which it applies.

2. The rights or privileges that the corporation recognizes in a beneficial owner.

3. The manner in which the procedure is selected by the nominee.

4. The information that must be provided when the procedure is selected.

5. The period for which selection of the procedure is effective.

6. Other aspects of the rights and duties created.
A.R.S. § 10-2406 — Arizona Code / Title 10 / Chapter 22 / Article 1 / Section 2406
10-2406 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-2406. Merger, interest exchange, conversion, domestication or division; definitions

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

B. If a benefit corporation is to be created in a merger, a conversion, a domestication or a division, the formation of the corporation must otherwise comply with this chapter.

C. If a merger, an interest exchange, a conversion, a domestication or a division would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective.

D. For the purposes of this section:

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

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

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

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

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

6. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.
A.R.S. § 10-741 — Arizona Code / Title 10 / Chapter 7 / Article 4 / Section 741
10-741 Standing
Status: in_force

10-741. Standing

A shareholder may not commence or maintain a derivative proceeding unless the shareholder both:

1. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time.

2. Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
A.R.S. § 10-2102 — Arizona Code / Title 10 / Chapter 19 / Article 3 / Section 2102
10-2102 Powers of trustees
Status: in_force

10-2102. Powers of trustees

In pursuance of the rules and regulations of the society, and in conformity with the rules and regulations of the grand lodge, division or society from which they derive their charter, the trustees may manage, purchase, lease, hold, convey, mortgage, execute deeds of trust and improve the property of the society, including burial places owned by the society, and as trustees may sue and be sued in all matters pertaining to such property, and to claims, demands and liabilities thereof.
A.R.S. § 10-2141 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2141
10-2141 Conversion of cooperatives into generation and transmission cooperatives
Status: in_force

10-2141. Conversion of cooperatives into generation and transmission cooperatives

A cooperative created pursuant to article 2 of this chapter and which meets the requirements of this article may be converted into a generation and transmission cooperative authorized to do business and entitled to all privileges and immunities of a generation and transmission cooperative organized pursuant to this article upon the adoption of a resolution to such effect by its board of directors and the submission of the resolution to the corporation commission.
A.R.S. § 10-803 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 803
10-803 Number and election of directors
Status: in_force

10-803. Number and election of directors

A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

B. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors.

C. Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 10-806.
A.R.S. § 10-3721 — Arizona Code / Title 10 / Chapter 30 / Article 2 / Section 3721
10-3721 Voting entitlement generally
Status: in_force

10-3721. Voting entitlement generally

A. Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. A member is entitled to vote only on those matters expressly provided in the articles of incorporation or bylaws.

B. Unless the articles of incorporation or bylaws or written agreement signed by the subject members and delivered to the corporation provide otherwise, if a membership stands of record in the names of two or more persons, those persons' acts with respect to voting shall have the following effect:

1. If only one votes, the act binds all.

2. If more than one votes, the vote shall be divided on a pro rata basis.