A.R.S. § 10-2051 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2051
10-2051 Definitions
Status: in_force

10-2051. 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. "Cooperative" means a corporation that is organized under this article or that becomes subject to this article in the manner provided in this article.

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. "Person" means a natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision or agency of a state or any body politic.
A.R.S. § 10-2083 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2083
10-2083 Construction of article
Status: in_force

10-2083. Construction of article

This article shall be construed liberally, and the enumeration of any object, purpose, power, manner, method or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods or things.
A.R.S. § 10-2234 — Arizona Code / Title 10 / Chapter 20 / Article 4 / Section 2234
10-2234 Responsibility for professional services
Status: in_force

10-2234. Responsibility for professional services

A shareholder of a professional corporation is personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by the shareholder or by any person under the shareholder's direct supervision and control while rendering professional services on behalf of the professional corporation to the person for whom the professional services are rendered. The liability of a shareholder of the professional corporation is several only, and a shareholder is not vicariously responsible for the liability of another shareholder.
A.R.S. § 10-11404 — Arizona Code / Title 10 / Chapter 37 / Article 1 / Section 11404
10-11404 Revocation of dissolution
Status: in_force

10-11404. 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 action by the members or any other person.

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 its incorporators or initial directors, revoked the dissolution a statement to that effect.

5. If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.

6. If member or third person action was required to revoke the dissolution, a statement that revocation was permitted by act of the members and act of each third person, as applicable.

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 activities as if dissolution had never occurred.
A.R.S. § 10-2054 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2054
10-2054 Name
Status: in_force

10-2054. Name

A. The name of a cooperative shall include the words "electric" and "cooperative," and the abbreviation "inc.," unless, in a statement executed by the cooperative and filed with the corporation commission, or in an affidavit made by a person signing the articles of incorporation, consolidation, merger or conversion, which relate to the cooperative, and filed, together with the articles, with the corporation commission, it appears that the cooperative desires to do business in another state and is or would be precluded from doing so by reason of the inclusion of either or both of those words in its name.

B. The name of a cooperative shall be distinguishable from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in, this state. Only a cooperative doing business in this state pursuant to this article shall use both the words "electric" and "cooperative" in its name, but this section shall not apply to any corporation that becomes subject to this article by converting to a cooperative pursuant to title 29, chapter 6 and that elects to retain a corporate name that does not comply with this section. The restriction on the use of the words "electric" and "cooperative" does not apply to generation and transmission cooperatives organized under article 4 of this chapter.
A.R.S. § 10-3801 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3801
10-3801 Requirement for and duties of board
Status: in_force

10-3801. Requirement for and duties of board

A. Each corporation shall have a board of directors.

B. All corporate powers shall be exercised by or under the authority of and the affairs of the corporation shall be managed under the direction of its board of directors, subject to any limitation set forth in the articles of incorporation.

C. The articles of incorporation may authorize one or more members, delegates or other persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized the authorized person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from those duties and responsibilities.
A.R.S. § 10-3823 — Arizona Code / Title 10 / Chapter 31 / Article 2 / Section 3823
10-3823 Waiver of notice
Status: in_force

10-3823. Waiver of notice

A. A director may waive any notice required by chapters 24 through 40 of this title, the articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided in subsection B of this section, the waiver shall be in writing and signed by the director entitled to the notice, or by electronic transmission, and filed with the minutes or corporate records.

B. A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly on the director's arrival at the meeting 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.

C. For the purposes of this section, a waiver may be signed using an electronic signature as defined in section 44-7002.
A.R.S. § 10-2012 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2012
10-2012 Organization of board of directors
Status: in_force

10-2012. Organization of board of directors

The directors shall elect from their number a president and one or more vice-presidents, and a secretary and treasurer, who need not be members. The offices of secretary and treasurer may be combined. The funds of the association shall be deposited only as authorized by the board.
A.R.S. § 10-821 — Arizona Code / Title 10 / Chapter 8 / Article 2 / Section 821
10-821 Action by directors without meeting
Status: in_force

10-821. Action by directors without meeting

A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 1 through 17 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more consents describing the action taken, which, in the aggregate, must be signed by each director.  The consents and signatures may be in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions must be included in the minutes or filed with the corporate records.  The filing must be in a paper format if the minutes are maintained in a paper format and must be in an electronic format if the minutes are maintained in an electronic format.

B. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

C. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent or consents.
A.R.S. § 10-2256 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2256
10-2256 Authority to become shareholders
Status: in_force

10-2256. Authority to become shareholders

Notwithstanding any other rule or provision of law or any provision in their respective charters, agreements of association, articles or organization, certificates or articles of incorporation to the contrary, all persons, except banks and savings and loan associations, organized for the purpose of doing or authorized to do business within this state, including without implied limitation any railroad or transportation corporation or other public utility, are authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by or the shares of the capital stock of a corporation, and while owners of the stock, to exercise all the rights, powers and privileges of ownership without the approval of any regulatory authority of this state.
A.R.S. § 10-731 — Arizona Code / Title 10 / Chapter 7 / Article 3 / Section 731
10-731 Voting agreements
Status: in_force

10-731. Voting agreements

A. Two or more shareholders may provide for the manner in which they will vote their shares 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. § 10-140 — Arizona Code / Title 10 / Chapter 1 / Article 4 / Section 140
10-140 Definitions
Status: in_force

10-140. Definitions

In chapters 1 through 17 of this title, unless the context otherwise requires:

1. "Acknowledged" or "acknowledgment" means either:

(a) An acknowledgment made by the person or persons signing an instrument and taken by a notarial officer pursuant to title 41, chapter 2, article 1.

(b) The signature, without more, of the person or persons signing the instrument, in which case the signature or signatures constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is the act and deed of the signatory and that the facts stated in the instrument are true.

2. "Act of the board of directors" means either:

(a) An act of the majority of the directors present at a duly called meeting at which a quorum is present, unless the act of a greater number is required by chapters 1 through 17 of this title, the articles of incorporation or the bylaws.

(b) Action taken by written consent of the directors in accordance with chapters 1 through 17 of this title.

3. "Act of the shareholders" means either:

(a) An act adopted or rejected by a majority of the votes entitled to be cast by each class of shareholders entitled to vote on the act at a duly called meeting at which a quorum is present, unless a greater number of votes is required by chapters 1 through 17 of this title, the articles of incorporation or the bylaws.

(b) An action taken by written consent of the shareholders in accordance with chapters 1 through 17 of this title.

4. "Address" means a mailing address.

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

6. "Articles of incorporation" means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger.

7. "Authorized shares" means the shares of all classes that a domestic or foreign corporation is authorized to issue.

8. "Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors.

9. "Business day" means a day that is not a Saturday, a Sunday or any other legal holiday in this state.

10. "Bylaws" means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated.

11. "Certificate of disclosure" means the certificate of disclosure described in section 10-202.

12. "Commission" means the Arizona corporation commission.

13. "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics, boldface or contrasting color or typing in capitals or underlined is conspicuous.

14. "Corporation" or "domestic corporation" means a corporation for profit that is not a foreign corporation and that is incorporated under or subject to chapters 1 through 17 of this title.

15. "Court" means the superior court of this state.

16. "Deliver" includes sending by mail, private courier, fax or electronic transmission.

17. "Delivery" means actual receipt by the person or entity to which directed and for electronic transmissions means receipt as described in section 44-7015, subsection B.

18. "Dissolved" means the status of a corporation on either:

(a) Effectiveness of articles of dissolution pursuant to section 10-1403, subsection B or section 10-1421, subsection B.

(b) A decree pursuant to section 10-1433, subsection B becoming final.

19. "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of any of the following:

(a) A declaration or payment of a dividend.

(b) Any purchase, redemption or other acquisition of shares.

(c) A distribution of indebtedness.

(d) Otherwise.

20. "Effective date of notice" is as prescribed in section 10-141.

21. "Electronic transmission" means an electronic record as defined in section 44-7002 that is sent pursuant to section 44-7015.

22. "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.

23. "Entity" includes a corporation, foreign corporation, not for profit corporation, profit and not for profit unincorporated association, nonprofit corporation, close corporation, corporation sole or limited liability company, a professional corporation, association or limited liability company, a business trust, estate, partnership, registered limited liability partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government.

24. "Executed by the corporation" means executed by manual or facsimile signature on behalf of the corporation by a duly authorized officer or, if the corporation is in the hands of a receiver or trustee, by the receiver or trustee.

25. "Filing" means the commission completing the following procedure with respect to any document delivered for that purpose:

(a) Determining that the filing fee requirements of section 10-122 have been satisfied.

(b) Determining that the document appears in all respects to conform to the requirements of chapters 1 through 17 of this title.

(c) On making the determinations, endorsement of the word "filed" with the applicable date on or attached to the document and the return of notice of the filing to the person who delivered the document or the person's representative.

26. "Foreign corporation" means a corporation for profit that is incorporated under a law other than the law of this state.

27. "Governmental subdivision" includes an authority, county, district, municipality and political subdivision.

28. "Includes" and "including" denotes a partial definition.

29. "Individual" includes the estate of an incompetent or deceased individual.

30. "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its business.

31. "Known place of business" means the known place of business required to be maintained pursuant to section 10-501.

32. "Liquidate its assets and business" includes the distribution of assets, the payment of obligations and debts, the discontinuance of business or any one or more of the distribution, payment or discontinuance.

33. "Mail", "to mail" or "have mailed" means to deposit or have deposited a communication in the United States mail with first class or airmail postage prepaid.

34. "Means" denotes an exhaustive definition.

35. "Newspaper" has the meaning set forth in section 39-201.

36. "Notice" and "notify" are as prescribed in section 10-141.

37. "Person" includes an individual and entity.

38. "President" means that officer designated as the president in the articles of incorporation or bylaws or, if not so designated, that officer authorized in the articles of incorporation, bylaws or otherwise to perform the functions of the chief executive officer, irrespective of the name by which designated.

39. "Principal office" means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located or in any other document executed by the corporation by an officer and delivered to the commission for filing. If an office has not been so designated, principal office means the known place of business of the corporation.

40. "Proceeding" includes a civil suit and a criminal, administrative and investigatory action.

41. "Publish" means to publish in a newspaper of general circulation in the county of the known place of business for three consecutive publications.

42. "Record date" means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of its shareholders and their shareholdings for purposes of chapters 1 through 17 of this title. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

43. "Secretary" means that officer designated as the secretary in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of secretary, irrespective of the name by which designated.

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

45. "Shares" means the units into which the proprietary interests in a corporation are divided.

46. "State", if referring to a part of the United States, includes a state and commonwealth and their agencies and governmental subdivisions and a territory and insular possession of the United States and their agencies and governmental subdivisions.

47. "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

48. "Treasurer" means that officer designated as the treasurer in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation or bylaws or otherwise to perform the functions of treasurer, irrespective of the name by which designated.

49. "United States" includes a district, authority, bureau, commission and department and any other agency of the United States.

50. "Vice-president" means an officer designated as the vice-president in the articles of incorporation or bylaws or an officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of a vice-president, irrespective of the name by which designated.

51. "Voting group" means all shares of one or more classes or series that under the articles of incorporation or chapters 1 through 17 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or chapters 1 through 17 of this title to vote generally on the matter are for that purpose a single voting group.

52. "Water users' association" means a corporation that operates a federal reclamation project pursuant to a contract with the United States.

53. "Writing" or "written" includes blockchain technology as defined in section 44-7061.
A.R.S. § 10-1327 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1327
10-1327 After-acquired shares
Status: in_force

10-1327. After-acquired shares

A. A corporation may elect to withhold payment required by section 10-1325 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.

B. To the extent the corporation elects to withhold payment under subsection A of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares plus accrued interest and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated and a statement of the dissenters' right to demand payment under section 10-1328.
A.R.S. § 10-1873 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1873
10-1873 Form of association authorized
Status: in_force

10-1873. Form of association authorized

A business trust is permitted as a recognized form of association for the conduct of business within this state.
A.R.S. § 10-629 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 629
10-629 Adjustment of terms of rights, options and warrants; conditions to exercise of rights, options and warrants
Status: in_force

10-629. Adjustment of terms of rights, options and warrants; conditions to exercise of rights, options and warrants

Rights, options and warrants may include provisions that adjust the terms of the rights, options and warrants on the occurrence of one or more events, including acquisition of shares, reorganization, merger, consolidation or sale of assets. Rights, options and warrants may include conditions regarding the exercise of the rights, options and warrants, including conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights, options and warrants.
A.R.S. § 10-204 — Arizona Code / Title 10 / Chapter 2 / Article 1 / Section 204
10-204 Actions before incorporation; liability
Status: in_force

10-204. Actions before incorporation; liability

Any person purporting to act as or on behalf of a corporation that knew or should have known that the corporation has not been formed under chapters 1 through 17 of this title is liable for all debts and liabilities incurred by the act.
A.R.S. § 10-804 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 804
10-804 Election of directors by certain classes or series of shareholders
Status: in_force

10-804. Election of directors by certain classes or series of shareholders

A. If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares.

B. One or more classes or one or more series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
A.R.S. § 10-2129 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2129
10-2129 Annual and special meetings of members; notice; quorum
Status: in_force

10-2129. Annual and special meetings of members; notice; quorum

A. An annual meeting of the members of a generation and transmission cooperative shall be held at a time and place provided in the bylaws. Special meetings of the members may be called by the president, by the board of directors, by any three directors or by not less than twenty-five per cent of the voting delegates.

B. Except as otherwise provided in this article, written or printed notice stating the time and place of each meeting of the members and, in the case of a special meeting, the purpose for which the meeting is called shall be given to each member, either personally or by mail, not less than ten nor more than twenty-five days before the date of the meeting. If mailed, the notice is deemed to be given when deposited in the United States mail with postage prepaid addressed to the member at his address appearing on the records of the generation and transmission cooperative.

C. Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a generation and transmission cooperative consists of at least fifty per cent of the voting delegates.

D. A member entitled to notice of a meeting may waive notice in writing either before or after the meeting. If any voting delegate of a member attends the meeting, his attendance constitutes a waiver of notice of the meeting, unless he participates solely to object to the transaction of any business because the meeting has not been legally called or convened.
A.R.S. § 10-1807 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1807
10-1807 Option to dissolve
Status: in_force

10-1807. Option to dissolve

A. The articles of incorporation of any corporation may include a provision granting to any investor or investors an option to have the corporation dissolved at will or upon the performance or occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the investor or investors exercising such option shall give written notice thereof to all other investors. After the expiration of thirty days following the mailing of such notice, the dissolution of the corporation shall proceed as if the required vote power had consented to the dissolution of the corporation as provided by section 10-1402.

B. If the articles of incorporation as originally filed do not contain a provision authorized by subsection A of this section, the articles of incorporation may be amended to include such provision if adopted by the affirmative vote of all investors. If the articles of incorporation as originally filed contain a provision authorized by subsection A of this section, such provision may be amended only by the affirmative vote of all investors.

C. Sections 10-1401, 10-1402 and 10-1801 shall be applicable to voluntary dissolution notwithstanding the reference in subsection A of this section to section 10-1402.
A.R.S. § 10-11602 — Arizona Code / Title 10 / Chapter 39 / Article 1 / Section 11602
10-11602 Inspection of records by members; applicability
Status: in_force

10-11602. Inspection of records by members; applicability

A. Subject to subsections E and F of this section, any member who has been a member of record at least six months immediately preceding its demand is entitled to inspect and copy any of the records of the corporation described in section 10-11601, subsection E during regular business hours at the corporation's principal office, if the member gives the corporation written notice of its demand as provided in section 10-3141 at least five business days before the date on which the member wishes to inspect and copy.

B. Subject to subsections E and F of this section, a member who has been a member of record at least six months immediately preceding its demand is entitled to inspect and copy any of the following records of the corporation during regular business hours at a reasonable location specified by the corporation, if the member meets the requirements of subsection C of this section and gives the corporation written notice of its demand as provided in section 10-3141 at least five business days before the date on which the member wishes to inspect and copy the following:

1. Excerpts from any records required to be maintained under section 10-11601, subsection A, to the extent not subject to inspection under subsection A of this section.

2. Accounting records of the corporation.

3. Subject to section 10-11605, the membership list described in section 10-11601, subsection C.

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

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

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

2. The member describes with reasonable particularity the member's purpose and the records the member desires to inspect.

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

D. This section does not affect either:

1. The right of a member to inspect records under section 10-3720 or, if the member is in litigation with the corporation, to the same extent as any other litigant.

2. The power of a court, independently of chapters 24 through 40 of this title, to compel the production of corporate records for examination on proof by a member of proper purpose.

E. The articles of incorporation or bylaws of a corporation organized primarily for religious purposes may limit or abolish the right of a member under this section to inspect and copy any corporate record.

F. Unless the board of directors has provided express permission to the member, a member of a corporation that is a rural electric cooperative is not entitled to inspect or copy any records, documents or other materials that are maintained by or in the possession of the corporation and that relate to any of the following:

1. Personnel matters or a person's medical records.

2. Communications between an attorney for the corporation and the corporation.

3. Pending or contemplated litigation.

4. Pending or contemplated matters relating to enforcement of the corporation's documents or rules.

G. This section does not apply to any corporation that is a condominium as defined in section 33-1202 or a planned community as defined in section 33-1802.

H. This section does not apply to timeshare plans or associations that are subject to title 33, chapter 20.
A.R.S. § 10-2010 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2010
10-2010 Appraisal of interest and payment upon withdrawal or expulsion of member
Status: in_force

10-2010. Appraisal of interest and payment upon withdrawal or expulsion of member

If a member withdraws or is expelled, the board of directors shall, within three years after withdrawal or expulsion, equitably appraise his property interest in the association and pay him for that interest. The appraisal is conclusive.
A.R.S. § 10-707 — Arizona Code / Title 10 / Chapter 7 / Article 1 / Section 707
10-707 Record date
Status: in_force

10-707. Record date

A. The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

B. A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders.

C. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

D. If a court orders a meeting adjournment to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
A.R.S. § 10-3725 — Arizona Code / Title 10 / Chapter 30 / Article 2 / Section 3725
10-3725 Cumulative voting for directors
Status: in_force

10-3725. Cumulative voting for directors

A. If the articles of incorporation or bylaws provide for cumulative voting by members, members may cumulate their votes for directors, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote and casting the product for a single candidate or by distributing the product among two or more candidates.

B. Cumulative voting is not authorized at a particular meeting unless either:

1. The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized.

2. A member who has the right to cumulate votes gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes during the meeting, and if one member gives this notice all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

C. A director elected by cumulative voting may be removed by the members without cause if the requirements of section 10-3808 are met unless the votes cast against removal, or those members not consenting in writing or by ballot to the removal, would be sufficient to elect that director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written consent or ballot, all memberships entitled to vote were voted and the entire number of directors authorized at the time of the director's most recent election were then being elected.
A.R.S. § 10-1324 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1324
10-1324 Share restrictions
Status: in_force

10-1324. Share restrictions

A. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions are released under section 10-1326.

B. The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
A.R.S. § 10-2126 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2126
10-2126 Amendment of articles; change of location of principal office
Status: in_force

10-2126. Amendment of articles; change of location of principal office

A. A generation and transmission cooperative may amend its articles of incorporation by complying with the following requirements:

1. A proposed amendment shall be presented to a meeting of the members.  The meeting notice shall state or have attached to it all proposed amendments.  A proposed amendment, with any changes, shall be approved by the affirmative vote of either:

(a) At least two-thirds of the total number of voting delegates voting at the meeting.

(b) The number prescribed in the bylaws but not less than a majority of the total number of voting delegates voting at the meeting.

2. After approval, the articles of amendment shall be executed by the cooperative.

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

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

(b) The address of its principal office.

(c) The amendment of its articles of incorporation.

B. On authorization of the board of directors or its members, a generation and transmission cooperative may, without amending its articles of incorporation, change the location of its principal office by filing with the corporation commission a certificate that recites the change of principal office and that is executed by the cooperative.
A.R.S. § 10-3853 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3853
10-3853 Advance for expenses
Status: in_force

10-3853. Advance for expenses

A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if both of the following conditions exist:

1. The director furnishes to the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 10-3851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation pursuant to section 10-3202, subsection B, paragraph 1.

2. The director furnishes the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if the director is not entitled to mandatory indemnification under section 10-3852 and it is ultimately determined that the director did not meet the standard of conduct.

B. The undertaking required by subsection A, paragraph 2 of this section is an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

C. Authorizations of payments under this section shall be made in a manner consistent with section 10-3830 or 10-3842.

D. This section does not apply to advancement of expenses to or for the benefit of an outside director. Advances to outside directors shall be made pursuant to section 10-3852.
A.R.S. § 10-11634 — Arizona Code / Title 10 / Chapter 39 / Article 3 / Section 11634
10-11634 Information disclosed by interrogatories
Status: in_force

10-11634. Information disclosed by interrogatories

Interrogatories propounded by the commission and the answers to the interrogatories shall not be open to public inspection and the commission shall not disclose any facts or information obtained from the interrogatories and answers except if its official duty requires the facts or information to be made public or if the interrogatories or the answers are required for evidence in any criminal proceeding or in any other action by this state.
A.R.S. § 10-853 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 853
10-853 Advance for expenses
Status: in_force

10-853. Advance for expenses

A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if both of the following conditions exist:

1. The director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 10-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation pursuant to section 10-202, subsection B, paragraph 1.

2. The director furnishes the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if the director is not entitled to mandatory indemnification under section 10-852 and it is ultimately determined under section 10-854 or 10-855 that the director did not meet the standard of conduct.

B. The undertaking required by subsection A, paragraph 2 of this section is an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

C.  Authorizations of payments under this section shall be made in a manner consistent with section 10-830 or 10-842.

D. This section does not apply to advancement of expenses to or for the benefit of an outside director. Advances to outside directors shall be made pursuant to section 10-852.
A.R.S. § 10-2128 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2128
10-2128 Membership in a generation and transmission cooperative; voting; nonliability
Status: in_force

10-2128. Membership in a generation and transmission cooperative; voting; nonliability

A. Only electric utilities and other persons as the bylaws provide are eligible to be members of a generation and transmission cooperative. All incorporators shall be original members of a generation and transmission cooperative, and new members may be admitted by a majority vote of all voting delegates. The bylaws may prescribe additional qualifications, limitations and classifications and rights concerning membership.

B. The articles of incorporation or the bylaws of a generation and transmission cooperative may provide for classifications of members in a generation and transmission cooperative.

C. The bylaws shall provide the number of voting delegates that each member may designate. The bylaws may provide that each classification of members may designate a different number of voting delegates.

D. Members are entitled to vote as members only through their duly designated voting delegate. A reference in this article to approval or votes by members refers to the members approving or voting through their voting delegates.

E. A member is not liable or responsible for the acts, debts, liabilities or obligations of the generation and transmission cooperative, and the property of the members is not subject to execution for such acts, debts, liabilities or obligations unless the member otherwise agrees.
A.R.S. § 10-1701 — Arizona Code / Title 10 / Chapter 17 / Article 1 / Section 1701
10-1701 Application to existing domestic corporations
Status: in_force

10-1701. Application to existing domestic corporations

A. Except as provided in subsection B, beginning January 1, 1996 chapters 1 through 17 of this title apply to all Arizona corporations that were incorporated under or that were subject to chapter 1, articles 1 through 12 of this title on December 31, 1995.

B. Beginning January 1, 1996, any existing corporation that was originally organized under the laws of the territory of Arizona may elect to amend or restate its articles of incorporation and retain any previously valid provisions of its articles of incorporation, even if the previously valid provisions of its articles of incorporation are in conflict with any provisions of chapters 1 through 17 of this title. Upon such amendment or restatement, all of the provisions of chapters 1 through 17 of this title which are not specifically in conflict with the amended or restated articles of incorporation shall be applicable to the existing corporations that were originally organized under the laws of the territory of Arizona. The previously valid provisions of its articles of incorporation that are retained shall apply to the existing corporations originally organized under the laws of the territory of Arizona and to all persons contracting or in any manner dealing with the corporation, including its shareholders, subscribers, affiliates, directors, officers and employees.
A.R.S. § 10-401 — Arizona Code / Title 10 / Chapter 4 / Article 1 / Section 401
10-401 Corporate name
Status: reserved

10-401. Corporate name

A. A corporate name:

1. Shall contain the word "association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or words or abbreviations of like import in another language.

2. Shall not contain language stating or implying that the corporation is organized for a purpose other than that allowed by section 10-301 and its articles of incorporation.

3. Notwithstanding paragraph 1 of this subsection, shall not include the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination to indicate or convey the idea that the corporation is engaged in banking or trust business unless the corporation is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the corporation is a holding company holding substantial interest in companies actively and substantially engaged in the banking or trust business.

4. Shall not contain the words "limited liability company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC", in uppercase or lowercase letters.

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

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

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

3. A fictitious name adopted by a foreign corporation under section 10-1506.

4. The corporate name of a nonprofit corporation incorporated under this title or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.

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

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

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

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

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

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

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

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

1. Merged with the other corporation.

2. Been formed by reorganization of the other corporation.

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

E. Chapters 1 through 17 of this title do not control the use of fictitious names.
A.R.S. § 10-122 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 122
10-122 Filing, service and copying fees; expedited report filing and access; same day and next day services; posted wait times; advance monies; definition
Status: reserved

10-122. Filing, service and copying fees; expedited report filing and access; same day and next day services; posted wait times; advance monies; definition

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

Document    Fee

1. Articles of incorporation $50

2. Application for use of indistinguishable name      10

3. Application for reserved name    10

4. Notice of transfer of reserved name    10

5. Application for registered name  10

6. Application for renewal of registered name   10

7. Agent's statement of resignation       10

8. Amendment of articles of incorporation       25

9. Restatement of articles of incorporation with

amendment of articles    25

10. Statement of merger, interest exchange,

conversion, domestication or division if the

entity responsible for filing the statement

is a corporation  100

11. Articles of dissolution  25

12. Articles of revocation of dissolution       25

13. Application for reinstatement following

administrative dissolution, in addition

to other fees and penalties due     100

14. Application for authority      150

15. Application for withdrawal      25

16. Annual report       45

17. Articles of correction    25

18. Application for certificate of good standing      10

19. Any other document required or permitted

to be filed by chapters 1 through 17

of this title      25

B. The commission shall collect a nonrefundable fee of twenty-five dollars each time process is served on it under chapters 1 through 17 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.

C. The commission shall charge and collect a reasonable fee for copying documents on request, provided the fee does not exceed the cost of providing the service as determined by the commission. The commission shall also charge a reasonable fee for certifying the copy of a filed document, provided the fee does not exceed the cost of providing the service as determined by the commission.

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

E. One-third of the fees for the annual report of domestic and foreign corporations paid pursuant to subsection A, paragraph 16 of this section shall be deposited in the Arizona arts trust fund established by section 41-983.01 and two-thirds of these fees shall be deposited, pursuant to sections 35-146 and 35-147, in the public access fund established by section 10-122.01.

F. The commission shall provide for and establish an expedited service for the filing of all documents and services provided pursuant to this title as follows:

1. The expedited filing shall be a priority service to be completed as soon as possible after the documents are delivered to the commission.

2. In addition to any other fees required by this section or any other law, the commission shall charge a nonrefundable fee for expedited services, including those requested by fax. The fee shall be determined by a supermajority vote of the commissioners.

3. The commission may provide for and establish same day and next day services for the filing of any documents and services provided pursuant to this title as follows:

(a) The commission shall suspend same day or next day service if the commission determines that it does not have the necessary resources to perform the service within the established time period.

(b) In addition to any other fees required by this section or any other law, the commissioners may charge a nonrefundable fee for the same day or next day service or both.  The fee shall be determined by a supermajority vote of the commissioners.

4. The commission shall publicly post the current wait times for processing regular, expedited and same day and next day services.

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

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

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

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

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

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

K. The commission may allow any person to advance monies to the commission to pay fees required pursuant to this section for future filings and services. All monies received pursuant to this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the money on deposit account in the public access fund established by section 10-122.01.

L. In addition to any other fees prescribed by law, the commission may establish a fee for the filing of an annual benefit report delivered to the commission pursuant to section 10-2442. The fee shall be determined by a majority vote of the commissioners.

M. For the purposes of this section, "supermajority" means an affirmative vote of at least four commissioners.
A.R.S. § 10-742 — Arizona Code / Title 10 / Chapter 7 / Article 4 / Section 742
10-742 Demand
Status: in_force

10-742. Demand

No shareholder may commence a derivative proceeding until both:

1. A written demand has been made on the corporation to take suitable action.

2. Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless the statute of limitations will expire within the ninety days or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety day period.
A.R.S. § 10-1842 — Arizona Code / Title 10 / Chapter 18 / Article 2 / Section 1842
10-1842 Payment of claim
Status: in_force

10-1842. Payment of claim

A. If the department of administration is satisfied that the person making a claim, as provided by section 10-1841, is entitled to the monies or securities claimed, the director of the department of administration shall approve the claim and order the department of revenue to deliver the securities to the claimant or draw a warrant for payment to the claimant of the money claimed, as the case may be.

B. All monies acquired by the state as unclaimed shares or dividends of a corporation shall be deposited, pursuant to sections 35-146 and 35-147, into a clearing account from which payment of claims for the money may be made.  The monies shall remain in the clearing account until the expiration of the period in which claims thereon may be filed, as prescribed by section 10-1841, and shall, during such period, be available for payment of such claims without further appropriation. On expiration of the claim period, the monies shall be credited to the permanent state school fund.
A.R.S. § 10-2725 — Arizona Code / Title 10 / Chapter 23 / Article 2 / Section 2725
10-2725 Voting rights
Status: in_force

10-2725. Voting rights

A. Shares of an issuing public corporation that are acquired by an acquiring person in a control share acquisition and that exceed the threshold of voting power of any of the ranges prescribed in section 10-2722, subsection A, paragraph 4 have the same voting rights as other shares of the same class or series for all elections of directors but do not have the right to vote on other matters unless approved by a resolution of shareholders of the issuing public corporation at a special or annual meeting of shareholders pursuant to section 10-2723.

B. The resolution of shareholders must be approved by the affirmative vote of the holders of a majority of the voting power of all shares, excluding all shares beneficially owned by the acquiring person or its affiliates or associates or by any officer or director of the issuing public corporation.

C. A class or series of shares of the issuing public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles of incorporation, entitle the class or series to vote separately as a class or series.

D. To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated before the time of the shareholders' approval must be consummated within one hundred eighty days after the shareholders' approval.

E. Any shares referred to in subsection A of this section acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights on transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares remain subject to the provisions of this article.
A.R.S. § 10-1506 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1506
10-1506 Corporate name of foreign corporation
Status: reserved

10-1506. Corporate name of foreign corporation

A. If the corporate name of a foreign corporation does not satisfy the requirements of section 10-401, to obtain or maintain a grant of authority to transact business in this state the foreign corporation:

1. Shall either:

(a) Add the word "association", "bank", "company", "corporation" or "incorporated" or an abbreviation of one of these words to its corporate name for use in this state.

(b) Use a fictitious name that satisfies the requirements of section 10-401 to transact business in this state if its real name is unavailable and it delivers to the commission for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

2. Shall not include language in its corporate name stating or implying that the foreign corporation is organized for a purpose other than that allowed by section 10-301 and its articles of incorporation.

3. Notwithstanding paragraph 1, subdivision (a) of this subsection, shall not include the words "bank", "deposit", "credit union", "trust" or "trust company" separately or in combination in its corporate name to indicate or convey the idea that the foreign corporation is engaged in banking or trust business unless the foreign corporation is to be and becomes actively and substantially engaged in the banking, credit union or trust business or the foreign corporation is a holding company holding a substantial interest in companies actively and substantially engaged in the banking or trust business.

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

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

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

3. The fictitious name adopted by another foreign corporation under this section.

4. The corporate name of a nonprofit corporation incorporated under this title or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.

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

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

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

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

C. The commission shall authorize the use of a name that is not distinguishable under subsection B of this section from one or more of the names described in subsection B of this section if the applicant delivers to the commission a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

D. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 10-401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 10-401 and obtains amended authority under section 10-1504.
A.R.S. § 10-3807 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3807
10-3807 Resignation of directors
Status: in_force

10-3807. Resignation of directors

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

B. 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, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
A.R.S. § 10-3125 — Arizona Code / Title 10 / Chapter 24 / Article 2 / Section 3125
10-3125 Filing duty of commission
Status: in_force

10-3125. 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 24 through 40 of this title.

2. The corporation filing the document or on whose behalf the document is being filed is in good standing pursuant to section 10-3128.

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 the 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 in 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. § 10-2060 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2060
10-2060 Members in cooperative
Status: in_force

10-2060. Members in cooperative

Each incorporator of a cooperative shall be a member of the cooperative, but no other person may become a member unless the person agrees to use electric energy or other services furnished by the cooperative as the cooperative establishes in its bylaws. A husband and wife may hold a joint membership in a cooperative. Membership in a cooperative is not transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications, limitations, classifications and rights concerning membership.
A.R.S. § 10-2081 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2081
10-2081 Exemption from antitrust statutes
Status: in_force

10-2081. Exemption from antitrust statutes

Title 44, chapter 10, article 1 does not apply to any conduct or activity of a cooperative organized pursuant to this article, if the conduct or activity is approved by a statute of this state or of the United States or by the corporation commission or an administrative agency of this state or of the United States that has jurisdiction of the subject matter.
A.R.S. § 10-1805 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1805
10-1805 Managers
Status: in_force

10-1805. Managers

A. All managers named in the articles of incorporation shall be natural persons. It is the purpose of this article that the corporation be operated on a day-to-day basis by one manager, by managers having divided functions or by assistant managers who can serve either as alternates to the manager or assume some portion of managerial responsibility. As among the corporation, its investors and any manager, there shall be no limitations on the authority of a manager unless specifically limited by provisions of the articles of incorporation, the written employment contract of such manager or the records of the corporation evidencing the acts of the investors. Any person other than a manager or investor who deals in good faith with the corporation is not subject to any limitation on the authority of any manager, even though such manager's authority is expressly limited in the articles of incorporation.

B. No manager may delegate any of his authority to any other agent, employee or representative of a corporation unless authority to do so is contained in the articles of incorporation or is granted by act of the investors.

C. Any manager shall have the same rights, duties, obligations and privileges as a person who is both a director and officer of a corporation for profit under the provisions of chapters 1 through 17 of this title and the other articles of this chapter, except as specifically modified in this article.

D. Any manager may be replaced or succeeded by a new manager at any time by a majority of the voting power of the investors, unless otherwise provided by the articles of incorporation. Such replacement shall be effective when a certificate of change of manager, sworn under oath by an investor, is filed with the commission stating the name of the replaced manager and the name and address of the new manager and that such new manager was elected by the required vote.

E. Unless the articles of incorporation or vote of the investors provide otherwise, a manager shall mail to each investor an annual accounting which complies with section 10-1622. Such annual accounting shall be mailed or delivered to the investors within thirty days after the date filing is required with the commission by section 10-1622. Such annual accounting shall be acknowledged by the manager or certified by an independent public accountant.
A.R.S. § 10-2212 — Arizona Code / Title 10 / Chapter 20 / Article 2 / Section 2212
10-2212 General powers
Status: in_force

10-2212. General powers

A. Except as provided in subsection B of this section, a professional corporation has the powers enumerated in section 10-302.

B. A professional corporation may be a general partner of a partnership, a trustee of a trust, a co-venturer of a joint venture or a manager of a limited liability company or any other entity, only if the partnership, trust, joint venture, limited liability company or other entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's articles of incorporation.
A.R.S. § 10-621 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 621
10-621 Issuance of shares
Status: reserved

10-621. Issuance of shares

A. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

B. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation including cash, services performed or other securities of the corporation, except that neither promissory notes nor future services constitute valid consideration.

C. Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.

D. When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued for the consideration are fully paid and nonassessable.
A.R.S. § 10-2421 — Arizona Code / Title 10 / Chapter 22 / Article 2 / Section 2421
10-2421 Corporate purposes
Status: in_force

10-2421. Corporate purposes

A. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 10-301.

B. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 10-301 and subsection A of this section. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection A of this section.

C. The creation of general public benefit and a specific public benefit under subsections A and B of this section is in the best interests of the benefit corporation.

D. A benefit corporation may amend its articles of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.

E. A professional corporation that is a benefit corporation does not violate section 10-2211 by having the purpose to create general public benefit or a specific public benefit.
A.R.S. § 10-3822 — Arizona Code / Title 10 / Chapter 31 / Article 2 / Section 3822
10-3822 Call and notice of meetings
Status: in_force

10-3822. Call and notice of meetings

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

B. Unless the articles of incorporation, bylaws or subsection C of this section provide otherwise, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

C. In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least two days' written notice that the matter will be voted on at a directors' meeting or unless notice is waived pursuant to section 10-3823.

D. Unless the articles of incorporation or bylaws provide otherwise, the presiding officer of the board of directors, the president or twenty per cent of the directors then in office may call and give notice of a meeting of the board.
A.R.S. § 10-3808 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3808
10-3808 Removal of directors elected by members or directors
Status: in_force

10-3808. Removal of directors elected by members or directors

A. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or bylaws.

B. If the articles of incorporation or bylaws do not provide a procedure for removal of a director from office:

1. The members may remove one or more directors elected by them with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

2. If a director is elected by a class, chapter, region or other organizational or geographic unit or grouping only the members of that class, chapter, region, unit or grouping may participate in the vote to remove the director.

3. Except as provided in paragraph 9, a director may be removed under paragraph 1 or 2 only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, region, unit or grouping of members, the number of votes of that class, chapter, region, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.

5. A director elected by members may be removed by the members at a meeting by written consent or by written ballot of the members authorized to vote on such removal. If the removal is to occur at a meeting, the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.

6. In computing whether a director is protected from removal under paragraphs 2 through 4, it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

7. An entire board of directors may be removed under paragraphs 1 through 5.

8. Except as provided in subsection C, a director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office or any greater number as is set forth in the articles of incorporation or bylaws.

9. If, at the beginning of a director's term on the board of directors, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of meetings of the board of directors, the board of directors may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

C. Notwithstanding subsection B, paragraph 8, a director elected by the board to fill the vacancy of a director elected by the members may be removed with or without cause by the members, but not by the board of directors.
A.R.S. § 10-2431 — Arizona Code / Title 10 / Chapter 22 / Article 3 / Section 2431
10-2431 Standard of conduct for directors
Status: in_force

10-2431. Standard of conduct for directors

A. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation:

1. Shall consider the effects of any action or inaction on:

(a) The shareholders of the benefit corporation.

(b) The employees and workforce of the benefit corporation, its subsidiaries and its suppliers.

(c) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation.

(d) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located.

(e) The local and global environment.

(f) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation.

(g) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.

2. May consider the interests referred to in section 10-2702 and other pertinent factors or the interests of any other group that they deem appropriate except that they do not have to give priority to the interests of a particular person or group referred to in this subsection over the interests of any other person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles.

B. The consideration of interests and factors in the manner required by subsection A of this section does not constitute a violation of section 10-830.

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

D. Except as provided in the articles of incorporation or bylaws, a director 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. A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
A.R.S. § 10-2005 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2005
10-2005 Powers of association
Status: in_force

10-2005. Powers of association

An association incorporated under this article may:

1. Engage in any activity in connection with the manufacturing, marketing, harvesting, processing, storing, handling or utilization of products or services, or the providing of labor, or in connection with the purchase, hiring or use by its patrons of supplies, machinery or equipment, or in the financing of any such activities, but the associations shall not deal in the products of nonmembers to an amount greater in value than that of products handled for members.

2. Borrow money and make advances on products delivered.

3. Act as the agent or representative of any member or patron in such activities.

4. Acquire, hold, own and exercise all rights of ownership in, and sell, transfer or pledge shares of the capital stock or bonds, or become a member or a stockholder of any corporation or association engaged in a related activity or in the handling, marketing or financing of any products handled by the association, but stocks, bonds or other securities owned by a subsidiary may not be pledged, sold or otherwise disposed of until thirty days notice has been given to all members of the association in the manner provided by its bylaws. Such stock, bonds and other securities of a subsidiary may be placed with the state treasurer for safe keeping, and he shall not surrender them until proof of notice as required by this article has been given.

5. Establish reserves and invest the funds thereof in stocks and bonds of any corporation or association engaged in a related activity, or in the handling, marketing, processing or financing of the products handled by the association, or in such other property as the board of directors of the association deems satisfactory.

6. Do any act necessary to carry out the specific powers conferred by this article, and do such acts within or without the state.

7. Possess the powers, rights and privileges of corporations organized under the general law of the state, unless inconsistent with this article.

8. Engage in any activity in connection with the marketing or distribution of manufactured goods for import and export purposes or the providing of labor, in connection with the purchase, hiring or use by the association's patrons of supplies, machinery or equipment, or in connection with the financing of any such activities, but the association may not deal in the products of nonmembers to an amount greater in value than that of products handled for members.

9. Engage in any activity involving the harvesting, processing, storing, handling or use of products for the production, manufacturing and sale of products or services or the providing of labor, in connection with the purchase, hiring or use by the association's patrons of supplies, machinery or equipment, or in connection with the financing of any such activities, but the association may not deal in the products of nonmembers to an amount greater in value than that of products handled for members.

10. Raise equity from nonprofit investors and patron members.
A.R.S. § 10-11508 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11508
10-11508 Change of known place of business or statutory agent of foreign corporation
Status: in_force

10-11508. Change of known place of business or statutory agent of foreign corporation

A. A foreign corporation authorized to conduct affairs 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. § 10-2004 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2004
10-2004 Articles of incorporation; amendments
Status: in_force

10-2004. Articles of incorporation; amendments

A. Articles of incorporation shall be filed setting forth:

1. The name of the association.

2. The purposes for which it is formed.

3. The place where its principal business will be transacted.

4. The term for which it is to exist.

5. The number of directors thereof, which shall not be less than five, and their term of office.

6. A statement indicating whether the association will be a for-profit association or a nonprofit association.

7. If the association will be a for-profit association and will have capital stock, a statement indicating the number of shares that the association is authorized to issue.

B. The articles shall be subscribed and filed in accordance with the provisions of general corporation law.

C. The articles of incorporation may be altered or amended at a regular meeting, or at a special meeting called for that purpose, by the affirmative vote of a majority of the active members of the association, and on at least thirty days' notice in writing of the proposed alteration or amendment. Amendments to the articles when adopted shall be filed as required by law.
A.R.S. § 10-627 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 627
10-627 Restriction on transfer of shares and other securities; definition
Status: in_force

10-627. Restriction on transfer of shares and other securities; definition

A. The articles of incorporation, the bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

B. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and if its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 10-626, subsection B. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

C. A restriction on the transfer or registration of transfer of shares is authorized:

1. To maintain the corporation's status if it is dependent on the number or identity of its shareholders.

2. To preserve exemptions under federal or state securities law.

3. For any other reasonable purpose.

D. A restriction on the transfer or registration of transfer of shares may:

1. Obligate the shareholder first to offer the corporation or other persons separately, consecutively or simultaneously an opportunity to acquire the restricted shares.

2. Obligate or permit the corporation or other persons separately, consecutively or simultaneously to acquire the restricted shares.

3. Require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.

4. Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

5. Impose any other restriction on transfer or registration that is not manifestly unreasonable.

E. For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
A.R.S. § 10-856 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 856
10-856 Indemnification of officers
Status: in_force

10-856. Indemnification of officers

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

1. To the same extent as a director.

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

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

(b) Liability arising out of conduct that constitutes:

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

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

(iii) An intentional violation of criminal law.

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

C. An officer of a corporation who is not a director is entitled to mandatory indemnification under section 10-852, subsection A and may apply to a court under section 10-854 for indemnification or an advance for expenses, in each case to the same extent to which a director is entitled to indemnification or advance for expenses under those sections.
A.R.S. § 10-1876 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1876
10-1876 Amendments to trust instrument; filing; recordation
Status: in_force

10-1876. Amendments to trust instrument; filing; recordation

The articles, declaration of trust or trust agreement by which any business trust was created may be amended in the manner specified therein or in such manner as is valid under the law applicable to such business trust, provided that no such amendment shall be legally effective in this state until a copy thereof, certified as provided in section 10-1874, subsection A, paragraph 1, has been filed with the corporation commission and a copy thereof, certified by the corporation commission, has been filed 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.
A.R.S. § 10-2264 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2264
10-2264 Members as agents for corporations
Status: in_force

10-2264. Members as agents for corporations

A corporation may by contract authorize and empower any member to act as agent for the corporation in the carrying out of the purposes for which such corporation was formed and to render to the corporation such administrative auditing, collecting and other related fiscal services as shall be deemed by the directors necessary for the proper and efficient operation and management of the corporation.
A.R.S. § 10-1440 — Arizona Code / Title 10 / Chapter 14 / Article 4 / Section 1440
10-1440 Deposit with department of revenue
Status: in_force

10-1440. Deposit with department of revenue

Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who either cannot be found or who is not competent to receive them and does not have a legal representative who is legally competent to receive them shall be reduced to cash and deposited with the unclaimed property division of the department of revenue for safekeeping. When the creditor, claimant, shareholder or legal representative who is legally competent to receive the distributive portion furnishes satisfactory proof of entitlement to the amount deposited, the unclaimed property division of the department of revenue shall pay the creditor, claimant, shareholder or legal representative that amount.
A.R.S. § 10-1810 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1810
10-1810 Definition of relative rights of capital units
Status: in_force

10-1810. Definition of relative rights of capital units

"Relative rights of capital units" means all the rights, privileges, obligations and duties of the capital units and may include, but are not limited to, disproportionate variations of the following:

1. Participation in dividends or distributions from operating income.

2. Participation in dividends or distributions from income other than operating income.

3. Participation in distributions of the proceeds of a sale of all or substantially all of the assets of the corporation with further disproportionate variation depending upon the degree of gain or loss.

4. Participation in distributions upon liquidation or dissolution.

5. Voting rights.

6. Restrictions or limitations on transfer.

7. The obligation to perform services or provide goods or other property to the corporation.

8. The obligation to devote time and energies which are collateral to corporate purposes.

9. Assessments, if any.
A.R.S. § 10-3862 — Arizona Code / Title 10 / Chapter 31 / Article 6 / Section 3862
10-3862 Directors' action; definition
Status: in_force

10-3862. Directors' action; definition

A. Directors' action respecting a transaction is effective for purposes of section 10-3861, 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 or the board.

B. If a director has a conflicting interest regarding a transaction but neither the director nor a related person of the director specified in section 10-3860, 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 10-3860, 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. § 10-303 — Arizona Code / Title 10 / Chapter 3 / Article 1 / Section 303
10-303 Emergency powers
Status: in_force

10-303. Emergency powers

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

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

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

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

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

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

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

1. Binds the corporation.

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

D. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of a local emergency, a state of emergency or a state of war emergency all as defined in section 26-301.
A.R.S. § 10-623 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 623
10-623 Share dividends
Status: in_force

10-623. Share dividends

A. Unless the articles of incorporation provide otherwise, shares may be issued pro rata without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.

B. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless one of the following occurs:

1. The articles of incorporation so authorize.

2. A majority of the votes entitled to be cast by the class or series to be issued approves the issue.

3. There are no outstanding shares of the class or series to be issued.

C. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
A.R.S. § 10-11006 — Arizona Code / Title 10 / Chapter 33 / Article 1 / Section 11006
10-11006 Articles of amendment
Status: in_force

10-11006. Articles of amendment

A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth:

1. The name of the corporation.

2. The text of each amendment adopted.

3. The date of each amendment's adoption.

4. A statement that the amendment was duly adopted by act of the members or act of the board of directors and, if applicable, with the approval required pursuant to section 10-11030.

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

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

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-2222 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2222
10-2222 Share transfer restriction
Status: in_force

10-2222. Share transfer restriction

A. Voting shares, fractional voting shares and rights or options to purchase voting shares of a professional corporation that are held by persons described in section 10-2220, subsection A, paragraphs 1, 2 and 3 may be transferred or pledged, whether voluntarily, involuntarily, by operation of law or by court judgment or otherwise, only to those persons. Voting shares, fractional voting shares and rights or options to purchase voting shares of a professional corporation that are held by persons described in section 10-2220, subsection A, paragraph 4 may be transferred or pledged, whether voluntarily, involuntarily, by operation of law or by court judgment or otherwise, only to persons qualified under section 10-2220 to be issued voting shares.

B. A transfer or pledge made in violation of subsection A of this section is void.
A.R.S. § 10-2227 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2227
10-2227 Cancellation of disqualified shares
Status: in_force

10-2227. Cancellation of disqualified shares

If the shares of a disqualified shareholder are not acquired pursuant to section 10-2223 within ten months after the death or dissolution of the shareholder or within five months after the disqualification or transfer, the professional corporation shall immediately cancel the shares on its books and the disqualified shareholder shall have no further interest as a shareholder in the corporation other than the right to payment of the price specified in section 10-2223, subsection B.
A.R.S. § 10-11635 — Arizona Code / Title 10 / Chapter 39 / Article 3 / Section 11635
10-11635 Certified copies received in evidence
Status: in_force

10-11635. Certified copies received in evidence

All copies of documents delivered to and filed by the commission in accordance with chapters 24 through 40 of this title when certified by it shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts stated in the documents. A certificate by the commission under seal as to the existence or nonexistence of the facts relating to corporations shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the existence or nonexistence of the facts stated in the certificate.
A.R.S. § 10-809 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 809
10-809 Removal of directors by judicial proceeding
Status: in_force

10-809. Removal of directors by judicial proceeding

A. The court in the county where a corporation's known place of business or, if none in this state, its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten per cent of the outstanding shares of any class if the court finds that both:

1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation.

2. Removal is in the best interest of the corporation.

B. The court that removes a director may bar the director from reelection for a period prescribed by the court, but in no event may the period exceed five years.

C. If shareholders commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff.
A.R.S. § 10-11904 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11904
10-11904 Powers of corporation sole
Status: in_force

10-11904. Powers of corporation sole

Upon executing and filing for record articles of incorporation as provided in this article, the person subscribing thereto and his successor in office by the name or title specified in the articles, shall thereafter be deemed a corporation sole with perpetual succession, and may acquire and possess, by gift, bequest, devise or purchase, and hold property, sell, rent or otherwise dispose of such property, borrow money and give written security therefor, and secure payment thereof by mortgage or other lien.
A.R.S. § 10-3802 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3802
10-3802 Qualifications of directors
Status: in_force

10-3802. Qualifications 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 member of the corporation unless the articles of incorporation or bylaws so prescribe.
A.R.S. § 10-2260 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2260
10-2260 Approval of articles of incorporation; incorporation
Status: in_force

10-2260. Approval of articles of incorporation; incorporation

A. The articles of incorporation required by this chapter shall be filed with the deputy director of financial institutions. Within sixty days after the receipt of the articles of incorporation, the deputy director shall approve or disapprove the articles of incorporation.

B. If the deputy director disapproves the articles, the deputy director shall promptly give notice of the disapproval to the incorporators, stating in detail the reason for the deputy director's action. On remedying the defect or defects, the incorporators, in the same manner, may refile the articles.

C. If the deputy director finds that the articles of incorporation are in the form prescribed by this chapter or have been made to conform with this chapter, the deputy director shall conduct any investigation deemed necessary to ascertain from the best sources of information available:

1. Whether the name of the proposed corporation is likely to mislead the public as to its character or purposes.

2. Whether the convenience and advantage of the public will be served by the proposed corporation.

3. Whether the economic condition of the area in which the corporation may be expected to do most of its business affords reasonable promise of adequate support for the activities of such corporation.

4. Whether the responsibility, character and general fitness for the business of the incorporators, directors and officers named in the articles are such as to command confidence and to warrant the belief that the business of the proposed corporation will be honestly and efficiently conducted, in accordance with the intent and purpose of this chapter.

D. If the deputy director finds, on the basis of the facts disclosed by the deputy director's investigation, that the proposed incorporation meets all the requirements of this chapter, the deputy director shall endorse approval on the articles of incorporation and the articles may then be filed with the corporation commission. The corporation commission shall not issue a certificate of incorporation to a business development corporation without the approval by the deputy director endorsed on the articles of incorporation.

E. If the deputy director finds, on the basis of the facts disclosed by the deputy director's investigation, that the proposed incorporation does not meet all the requirements of this chapter, the deputy director shall disapprove the articles and return them to the incorporators stating in detail the reasons for doing so.
A.R.S. § 10-745 — Arizona Code / Title 10 / Chapter 7 / Article 4 / Section 745
10-745 Discontinuance or settlement
Status: in_force

10-745. Discontinuance or settlement

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
A.R.S. § 10-3140 — Arizona Code / Title 10 / Chapter 24 / Article 4 / Section 3140
10-3140 Definitions
Status: in_force

10-3140. Definitions

In chapters 24 through 40 of this title, unless the context otherwise requires:

1. "Acknowledged" or "acknowledgment" means either:

(a) An acknowledgment made by the person or persons signing an instrument and taken by a notarial officer pursuant to title 41, chapter 2, article 1.

(b) The signature, without more, of the person or persons signing the instrument, in which case the signature or signatures constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is the act and deed of the signatory and that the facts stated in the instrument are true.

2. "Act of the board of directors" means either:

(a) An act of the majority of the directors present at a duly called meeting at which a quorum is present, unless the act of a greater number is required by chapters 24 through 40 of this title, the articles of incorporation or the bylaws.

(b) Action taken by written consent of the directors in accordance with chapters 24 through 40 of this title.

3. "Act of the members" means either:

(a) An act adopted or rejected by a majority of the votes represented and voting at a duly held meeting at which a quorum is present where affirmative votes also constitute a majority of the required quorum unless a greater number of votes is required by chapters 24 through 40 of this title, the articles of incorporation or the bylaws.

(b) An action taken by written consent of the members in accordance with chapters 24 through 40 of this title.

(c) An action taken by written ballot of the members in accordance with this chapter.

4. "Address" means a mailing address.

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

6. "Articles of incorporation" means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger.

7. "Board", "board of directors" or "board of trustees" means the group of persons vested with the direction of the affairs of the corporation irrespective of the name by which the group is designated, except that no person or group of persons shall be deemed to be the board of directors solely because of powers delegated to that person or group pursuant to section 10-3801, subsection C.

8. "Business day" means a day that is not a Saturday, a Sunday or any other legal holiday in this state.

9. "Bylaws" means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated.

10. "Certificate of disclosure" means the certificate of disclosure described in section 10-3202.

11. "Class" refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. Rights are the same if they are determined by a formula applied uniformly.

12. "Commission" means the Arizona corporation commission.

13. "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics, boldface or contrasting color or typing in capitals or underlined is conspicuous.

14. "Corporation" or "domestic corporation" means a nonprofit corporation that is not a foreign corporation and that is incorporated under or subject to chapters 24 through 40 of this title.

15. "Corporation sole" means a corporation formed pursuant and subject to chapter 42, article 1 of this title.

16. "Court" means the superior court of this state.

17. "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

18. "Deliver" includes sending by mail, private courier, fax or electronic transmission.

19. "Delivery" means actual receipt by the person or entity to which directed and for electronic transmissions means receipt as described in section 44-7015, subsection B.

20. "Directors" or "trustees" means individuals, designated in the articles of incorporation or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board.

21. "Dissolved" means the status of a corporation on either:

(a) Effectiveness of articles of dissolution pursuant to section 10-11403, subsection B or section 10-11421, subsection B.

(b) A decree pursuant to section 10-11433, subsection B becoming final.

22. "Distribution" means a direct or indirect transfer of money or other property or incurrence of indebtedness by a corporation to or for the benefit of its members in respect of any of its membership interests. A distribution may be in the form of any of the following:

(a) A declaration of payment of a dividend.

(b) Any purchase, redemption or other acquisition of membership interests.

(c) A distribution of indebtedness.

(d) Otherwise.

23. "Effective date of notice" is prescribed in section 10-3141.

24. "Electronic transmission" means an electronic record as defined in section 44-7002 and that is sent pursuant to section 44-7015, subsection A.

25. "Employee" means an officer, director or other person who is employed by the corporation.

26. "Entity" includes a corporation, foreign corporation, not for profit corporation, business corporation, foreign business corporation, profit and not for profit unincorporated association, close corporation, corporation sole, limited liability company or registered limited liability partnership, a professional corporation, association or limited liability company or registered limited liability partnership, a business trust, estate, partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government.

27. "Executed by the corporation" means executed by manual or facsimile signature on behalf of the corporation by a duly authorized officer or, if the corporation is in the hands of a receiver or trustee, by the receiver or trustee.

28. "Filing" means the commission completing the following procedure with respect to any document delivered for that purpose:

(a) Determining that the filing fee requirements of this title have been satisfied.

(b) Determining that the document appears in all respects to conform to the requirements of chapters 24 through 40 of this title.

(c) On making the determinations, endorsement of the word "filed" with the applicable date on or attached to the document and the return of notice of the filing to the person who delivered the document or the person's representative.

29. "Foreign corporation" means a corporation that is organized under a law other than the law of this state and that would be a nonprofit corporation if formed under the laws of this state.

30. "Governmental subdivision" includes an authority, county, district, municipality and political subdivision.

31. "Includes" and "including" denotes a partial definition.

32. "Individual" includes the estate of an incompetent individual.

33. "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its business.

34. "Known place of business" means the known place of business required to be maintained pursuant to section 10-3501.

35. "Mail", "to mail" or "have mailed" means to deposit or have deposited a communication in the United States mail with first class postage prepaid.

36. "Means" denotes an exhaustive definition.

37. "Member" means, without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. A person is not a member by virtue of any of the following:

(a) Any rights that person has as a delegate.

(b) Any rights that person has to designate a director or directors.

(c) Any rights that person has as a director.

(d) Being referred to as a member in the articles of incorporation, bylaws or any other document, if the person does not have the right to vote for the election of a director or directors.

38. "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles of incorporation and bylaws and chapters 24 through 40 of this title.

39. "Newspaper" has the same meaning prescribed in section 39-201.

40. "Notice" and "notify" are prescribed in section 10-3141.

41. "Person" includes individual and entity.

42. "President" means that officer designated as the president in the articles of incorporation or bylaws or, if not so designated, that officer authorized in the articles of incorporation, bylaws or otherwise to perform the functions of the chief executive officer, irrespective of the name by which designated.

43. "Principal office" means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located or in any other document executed by the corporation by an officer and delivered to the commission for filing. If an office has not been so designated, principal office means the known place of business of the corporation.

44. "Proceeding" includes a civil suit and a criminal, administrative and investigatory action.

45. "Publish" means to publish in a newspaper of general circulation in the county of the known place of business for three consecutive publications.

46. "Record date" means the date, if any, established under chapter 29 or 30 of this title on which a corporation determines the identity of its members and their membership interests for purposes of chapters 24 through 40 of this title. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

47. "Secretary" means that officer designated as the secretary in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of secretary, irrespective of the name by which designated.

48. "State" if referring to a part of the United States, includes a state and commonwealth and their agencies and governmental subdivisions and a territory and insular possession of the United States and their agencies and governmental subdivisions.

49. "Treasurer" means that officer designated as the treasurer in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation, bylaws or otherwise to perform the functions of treasurer, irrespective of the name by which designated.

50. "United States" includes a district, authority, bureau, commission and department and any other agency of the United States.

51. "Vice-president" means an officer designated as a vice-president in the articles of incorporation or bylaws or an officer authorized in the articles of incorporation or the bylaws or otherwise to perform the functions of a vice-president, irrespective of the name by which designated.

52. "Vote" includes authorization by written ballot and written consent.

53. "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent on the happening of a condition or event that has not occurred at the time. If a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
A.R.S. § 10-11605 — Arizona Code / Title 10 / Chapter 39 / Article 1 / Section 11605
10-11605 Limitations on use of membership list; applicability
Status: in_force

10-11605. Limitations on use of membership list; applicability

A. Without the consent of the board of directors, no person may obtain or use a membership list or any part of the membership list for any purpose unrelated to a member's interest as a member.

B. Without the consent of the board of directors, the membership list or any part of the membership list shall not be:

1. Used to solicit money or property, unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation.

2. Used for any commercial purpose.

3. Sold to or purchased by any person.

C. This section does not apply to timeshare plans or associations that are subject to title 33, chapter 20.
A.R.S. § 10-3820 — Arizona Code / Title 10 / Chapter 31 / Article 2 / Section 3820
10-3820 Regular and special meetings
Status: in_force

10-3820. Regular and special meetings

A. If the time and place of a directors' meeting is fixed by the bylaws or the board of directors, the meeting is a regular meeting. All other meetings are special meetings.

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

C. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
A.R.S. § 10-3821 — Arizona Code / Title 10 / Chapter 31 / Article 2 / Section 3821
10-3821 Action without meeting
Status: in_force

10-3821. Action without meeting

A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes filed with the corporate records reflecting the action taken.

B. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document.

D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent.

E. For the purposes of this section, a consent may be signed using an electronic signature as defined in section 44-7002.
A.R.S. § 10-1510 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1510
10-1510 Service on foreign corporation
Status: in_force

10-1510. Service on foreign corporation

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

B. If a foreign 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 foreign corporation on whom any process, notice or demand may be served.  Pursuant to the Arizona rules of civil procedure, service on the commission of any process, notice or demand 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 foreign 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 foreign 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 foreign corporation pursuant to section 10-1531 may be served:

1. By mail addressed to the statutory agent of the foreign corporation or, if the foreign corporation fails to appoint and maintain a statutory agent, addressed to its known place of business in this state or its principal place of business in its state or country of incorporation.

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. § 10-852 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 852
10-852 Mandatory indemnification
Status: in_force

10-852. Mandatory indemnification

A. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

B. Unless limited by its articles of incorporation, section 10-851, subsection D or subsection C of this section, a corporation shall indemnify an outside director against liability. Unless limited by its articles of incorporation or subsection C of this section, a corporation shall pay an outside director's expenses in advance of a final disposition of a proceeding, if the director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 10-851, subsection A and the director furnishes the corporation with a written undertaking executed personally, or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. The undertaking required by this subsection is an unlimited general obligation of the director but need not be secured and shall be accepted without reference to the director's financial ability to make repayment.

C. A corporation shall not provide the indemnification or advancement of expenses described in subsection B of this section if a court of competent jurisdiction has determined before payment that the outside director failed to meet the standards described in section 10-851, subsection A, and a court of competent jurisdiction does not otherwise authorize payment under section 10-854. A corporation shall not delay payment of indemnification or expenses under subsection B of this section for more than sixty days after a request is made unless ordered to do so by a court of competent jurisdiction.
A.R.S. § 10-3706 — Arizona Code / Title 10 / Chapter 30 / Article 1 / Section 3706
10-3706 Waiver of notice
Status: in_force

10-3706. Waiver of notice

A. A member may waive any notice required by chapters 24 through 40 of this title, the articles of incorporation or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

B. A member's attendance at a meeting:

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

2. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter at the time it is presented.
A.R.S. § 10-3128 — Arizona Code / Title 10 / Chapter 24 / Article 2 / Section 3128
10-3128 Certificate of good standing
Status: in_force

10-3128. 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. The 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 law 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. § 10-2253 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2253
10-2253 General powers
Status: in_force

10-2253. General powers

A corporation formed under the provisions of this chapter shall have all of the powers, rights, privileges and immunities available to any other corporation incorporated under chapters 1 through 18 of this title, and in addition thereto and subject to the restrictions and limitations set forth in this chapter, shall have power to:

1. Borrow money and otherwise incur indebtedness for any of its purposes, to issue its bonds, debentures, notes, other evidences of indebtedness, whether secured or unsecured therefor, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights and privileges, of every kind and nature, or any part thereof.

2. Lend money to and guarantee, endorse or act as surety on the bonds, notes, contracts or other obligations of, or otherwise assist financially, any person, firm, corporation, joint stock company or association, and to establish and regulate the terms and conditions with respect to any such loans or financial assistance and the charges for interest and service connected therewith. No loan or financial assistance shall be made available unless the loan or financial assistance applied for is not otherwise available to the applicant from financial institutions on reasonable terms, it being the intent hereof that customary sources of credit be utilized whenever possible.

3. Purchase, receive, hold, lease or otherwise acquire, and to sell, convey, mortgage, lease, pledge or otherwise dispose of, upon such terms and conditions as its board of directors may deem advisable, real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto, and the use thereof, including but not restricted to any real or personal property acquired by such corporation from time to time in the satisfaction of debts or enforcements of obligations.

4. Acquire the good will, business rights, real and personal property and other assets or any part thereof, of such persons' firms, corporations, joint stock companies or associations as may be in furtherance of the corporate purposes provided herein, and to assume, undertake, guarantee or pay the obligations, debts and liabilities of any such person, firm, corporation, joint stock company or association; to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon, or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments, and in furtherance of the corporate purposes provided herein, to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, lease or otherwise dispose of industrial plants or business establishments.

5. Acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in or indebtedness of, any person, firm, corporation, joint stock company or association and while owner or holder thereof to exercise all the rights, powers, and privileges of ownership including the right to vote thereon.

6. Accept grants, loans, subsidies and other aids from and to enter into agreement or other transactions with any state or federal agency and to participate with such state or federal agency and with other corporations in making loans and rendering financial assistance to any person, firm, corporation, joint stock company or association.

7. Cooperate with, and avail itself of, the facilities of the Arizona development board or its successor and any other government agency, and to cooperate with and assist and otherwise encourage other organizations in the state in the promotion, assistance and development of the business, prosperity and economic welfare of the state.
A.R.S. § 10-3860 — Arizona Code / Title 10 / Chapter 31 / Article 6 / Section 3860
10-3860 Definitions
Status: in_force

10-3860. Definitions

In this article, unless the context otherwise requires:

1. "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest if either:

(a) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that the director or a related person either:

(i) Is a party to the transaction.

(ii) Has a beneficial financial interest in or is so closely linked to the transaction and of such financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgment if he were called on to vote on the transaction.

(b) The transaction is brought or is of such character and significance to the corporation that it would in the normal course be brought before the board of directors of the corporation for action, and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or is so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called on to vote on the transaction:

(i) An entity, other than the corporation, of which the director is a director, general partner, agent or employee.

(ii) A person that controls one or more of the entities specified in item (i) of this subdivision or an entity that is controlled by or is under common control with one or more of the entities specified in item (i) of this subdivision.

(iii) An individual who is a general partner, principal or employer of the director.

2. "Director's conflicting interest transaction" with respect to a corporation means a transaction effected or proposed to be effected by the corporation, by a subsidiary of the corporation or by any other entity in which the corporation has a controlling interest respecting which a director of the corporation has a conflicting interest.

3. "Related person" of a director means either:

(a) The spouse, or a parent or sibling of the spouse, of the director, a child, grandchild, sibling, parent or spouse of a child, grandchild, sibling or parent, of the director, an individual having the same home as the director or a trust or estate of which an individual specified in this subdivision is a substantial beneficiary.

(b) A trust, estate, incompetent, conservatee or minor of which the director is a fiduciary.

4. "Required disclosure" means disclosure by the director who has a conflicting interest of both:

(a) The existence and nature of the conflicting interest.

(b) All facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.

5. "Time of commitment" respecting a transaction means the time when the transaction is consummated or, if made pursuant to contract, the time when the corporation, or its subsidiary or the entity in which it has a controlling interest, becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability or other damage.
A.R.S. § 10-1813 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1813
10-1813 Limitation of liability
Status: in_force

10-1813. Limitation of liability

The investors shall not be liable for the debts, obligations or liabilities of the close corporation.
A.R.S. § 10-11504 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11504
10-11504 Delivery of changes; changes requiring amendment to application for authority
Status: in_force

10-11504. Delivery of changes; changes requiring amendment to application for authority

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

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

1. The foreign corporation changes its actual corporate name under which it has obtained authority to conduct affairs in this state pursuant to section 10-11503, subsection A, paragraph 1.

2. The foreign corporation changes its period of duration.

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

4. A statement in the application for authority was inaccurate when made.
A.R.S. § 10-2724 — Arizona Code / Title 10 / Chapter 23 / Article 2 / Section 2724
10-2724 Financing
Status: in_force

10-2724. Financing

No call of a special meeting of the shareholders of the issuing public corporation is required to be made pursuant to section 10-2723 and no consideration of the voting rights to be accorded to shares referred to in section 10-2725, subsection A acquired or to be acquired pursuant to a control share acquisition shall be presented at any special or annual meeting of the shareholders of the issuing public corporation unless at the time of delivery of the information statement pursuant to section 10-2722 the acquiring person has entered into and has delivered to the issuing public corporation a copy or copies of a definitive financing agreement or agreements with one or more responsible financial institutions or other entities having the necessary financial capacity for any financing of the control share acquisition not to be provided by monies of the acquiring person.
A.R.S. § 10-1420 — Arizona Code / Title 10 / Chapter 14 / Article 2 / Section 1420
10-1420 Grounds for administrative dissolution
Status: in_force

10-1420. Grounds for administrative dissolution

The commission may commence a proceeding under section 10-1421 to administratively dissolve a corporation if either:

1. The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 1 through 17 of this title.

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

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

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

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

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

7. The corporation has failed to comply with section 10-202, subsection F.

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

9. The corporation has failed to comply with section 10-1403, subsection D or E, or the commission has not received the notice required by section 10-1403, subsection C, within six months after filing articles of dissolution.

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

11. The corporation failed to comply with section 10-1623, subsection A.
A.R.S. § 10-3812 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3812
10-3812 Compensation of directors
Status: in_force

10-3812. Compensation of directors

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
A.R.S. § 10-3613 — Arizona Code / Title 10 / Chapter 29 / Article 2 / Section 3613
10-3613 Member's liability for dues, assessments and fees
Status: in_force

10-3613. Member's liability for dues, assessments and fees

A. A member may become liable to the corporation for dues, assessments and fees. A provision of the articles of incorporation, a provision of the bylaws or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability for dues, assessments or fees. An express or implied agreement, consent or acquiescence by the member is necessary to create liability for dues, assessments or fees. A member is deemed to have agreed to the liability if there exists at the time the member becomes a member a provision of the articles of incorporation, a provision of the bylaws, a provision of the declaration of a condominium or a planned community or a resolution adopted by the board authorizing or imposing dues, assessments or fees.

B. A home buyer may implicitly consent to liability for dues, assessments and fees.

C. Unless the provision authorizing dues expressly limits the amount of the dues, the amount and the member's liability are subject to increase or decrease.
A.R.S. § 10-1603 — Arizona Code / Title 10 / Chapter 16 / Article 1 / Section 1603
10-1603 Scope of inspection right; charge
Status: in_force

10-1603. Scope of inspection right; charge

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

B. The right to copy records under section 10-1602 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 shareholder. The charge shall not exceed the estimated cost of production or reproduction of the records.

D. The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 10-1602, subsection B, paragraph 3 by providing the shareholder with a list of the corporation's shareholders that was compiled no earlier than the date of the shareholder's demand.
A.R.S. § 10-3124 — Arizona Code / Title 10 / Chapter 24 / Article 2 / Section 3124
10-3124 Correcting filed document; articles of incorporation; application for authority to conduct affairs
Status: in_force

10-3124. Correcting filed document; articles of incorporation; application for authority to conduct affairs

A. A domestic or foreign corporation may correct a document that has been filed by the commission if the document either:

1. Contains an incorrect statement and the correction does not materially alter a substantive provision.

2. Was defectively executed, attested, sealed, verified or acknowledged.

B. A document is corrected by both:

1. Preparing articles of correction that:

(a) Describe the document or attach a copy of it to the articles.

(b) Specify the date the document was delivered to the commission.

(c) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective.

(d) Correct the incorrect statement or other defect.

2. Delivering the articles to the commission for filing.

C. Articles of correction are effective on the effective date of the document they correct except as to persons who rely on the incorrect statement or other defect and who are adversely affected by the correction. As to those persons, articles of correction are effective as provided in section 10-123.

D. If articles of incorporation, articles of domestication or an application for authority to conduct affairs is rejected for filing by the commission, the articles or application may be resubmitted within thirty days after the date of rejection. If the resubmitted articles or application cures the defect that caused the rejection, the resubmitted articles or application shall be filed by the commission and is effective on the date that would have been the effective date of filing the articles or application if the articles or application had not been rejected.
A.R.S. § 10-1804 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1804
10-1804 Optional provisions of articles of incorporation
Status: in_force

10-1804. Optional provisions of articles of incorporation

The articles of incorporation of a close corporation may set forth any of the following:

1. The period of duration, if less than perpetual.

2. Any restrictions on the authority of the manager or managers of the close corporation.

3. Any reservations of authority to the investors.

4. Any restriction on the power of any investor to sell, to transfer or to create a security interest in his capital units. No restriction on the power to sell, transfer or create a security interest shall be binding except as to persons who have actual knowledge thereof unless such restriction is set forth in the articles of incorporation.

5. Any restriction on the subsequent issuance of additional capital units.

6. If any preemptive right is to be granted to investors, the provisions therefor.

7. Whether the corporation will have the power to acquire its capital units and if so any restrictions or limitations thereon. If no power to acquire its capital units is set forth in the articles of incorporation, the corporation may not acquire any of its outstanding capital units.

8. Any provisions which provide for arbitration or other non-judicial procedure seeking resolution of any dispute as provided in section 10-1806.

9. Any provision for replacement or succession of a manager inconsistent with section 10-1805, subsection D.

10. Any provision which either relieves the manager entirely of the obligation to make accountings to investors or which modifies the period or form of such accounting in a manner inconsistent with section 10-1805, subsection E.

11. Any provision for annual or other periodic meetings of investors. If no such provision is set forth in the articles of incorporation, there shall be no requirement for meetings for investors.

12. Any requirement for bond or other security to be given to the corporation by a manager to secure the faithful performance of his duties.

13. Any restrictions upon competition by investors directly or indirectly with the business of the corporation.

14. Any provision for delegation of his authority by a manager.

15. Any provision for a dissolution option pursuant to section 10-1807.

16. Any provision for varying relationships among investors as to relative rights in capital units.

17. Any other provisions which are consistent with law and which the incorporators elect to set forth.
A.R.S. § 10-3632 — Arizona Code / Title 10 / Chapter 29 / Article 4 / Section 3632
10-3632 Demand
Status: in_force

10-3632. Demand

No complainant may commence a derivative proceeding until both:

1. A written demand has been made on the corporation to take suitable action.

2. Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless the statute of limitations will expire within the ninety days or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety day period.
A.R.S. § 10-1872 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1872
10-1872 Classifications of business trusts
Status: in_force

10-1872. Classifications of business trusts

Business trusts shall be either domestic or foreign. A domestic business trust is a business trust organized under the laws of this state. A foreign business trust includes every other business trust.
A.R.S. § 10-11301 — Arizona Code / Title 10 / Chapter 36 / Article 1 / Section 11301
10-11301 Prohibited distributions
Status: in_force

10-11301. Prohibited distributions

Except as authorized by section 10-11302, a corporation shall not make any distributions.
A.R.S. § 10-202 — Arizona Code / Title 10 / Chapter 2 / Article 1 / Section 202
10-202 Articles of incorporation; violation; classification
Status: in_force

10-202. Articles of incorporation; violation; classification

A. The articles of incorporation shall set forth:

1. A corporate name for the corporation that satisfies the requirements of section 10-401.

2. The number of shares the corporation is authorized to issue.

3. A brief statement of the character of business that the corporation initially intends to actually conduct in this state. This statement does not constitute a limitation on the character of business that the corporation ultimately may conduct.

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

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

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

7. The name and address of each incorporator.

8. Any provision elected by the incorporators that under chapters 1 through 17 of this title or any other law of this state may be elected only by specific inclusion in the articles of incorporation.

9. The signatures of all incorporators.

B. The articles of incorporation may set forth:

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

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

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

(c) A violation of section 10-833.

(d) An intentional violation of criminal law.

2. A provision permitting or making obligatory indemnification of a director for liability, as defined in section 10-850, to any person for any action taken, or any failure to take any action, as a director, except liability for any of the exceptions described in paragraph 1 of this subsection.

3. Any other provision, not inconsistent with law.

C. The articles of incorporation need not set forth any of the corporate powers enumerated in chapters 1 through 17 of this title.

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

1. The following information regarding all persons who at the time of its delivery are officers, directors, trustees, incorporators and persons controlling or holding over ten percent of the issued and outstanding common shares or ten percent of any other proprietary, beneficial or membership interest in the corporation:

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

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

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

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

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

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

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

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

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

2. A brief statement disclosing whether any persons who at the time of its delivery are officers, directors, trustees, incorporators and persons controlling or holding over twenty percent of the issued and outstanding common shares or twenty percent of any other proprietary, beneficial or membership interest in the corporation and who have served in any such capacity or held a twenty percent interest in any other corporation on the bankruptcy or receivership of the other corporation.  If so, for each corporation, the certificate shall include:

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

(b) The state in which each corporation:

(i) Was incorporated.

(ii) Transacted business.

(c) The dates of corporate operation.

3. The signatures of all of the incorporators.

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

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

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

F. If within sixty days after delivering the articles of incorporation and certificate of disclosure to the commission any person becomes an officer, director, trustee or person controlling or holding over ten percent of the issued and outstanding shares or ten percent of any other proprietary, beneficial or membership interest in the corporation and the person was not the subject of the disclosures set forth in the certificate of disclosure, the incorporators or, if the organization of the corporation has been completed as provided in section 10-205, the corporation shall execute and deliver to the commission within the sixty-day period a declaration, sworn to under penalty of law, setting forth all information required by subsection D, paragraph 1 of this section regarding the person.  If the incorporators or, as applicable, the corporation fail to comply with this subsection, the commission may administratively dissolve the corporation pursuant to section 10-1421.

G. If any of the persons described in subsection D, paragraph 1 of this section have been convicted of the crimes or are the subject of the judicial action described in subsection D, paragraph 1 of this section, the commission may direct detailed interrogatories to the persons requiring any additional relevant information deemed necessary by the commission. The interrogatories shall be completely answered within thirty days after mailing of the interrogatories. With respect to corporations incorporating or seeking authority to transact business, articles of incorporation or an application for authority shall not be filed until all outstanding interrogatories have been answered to the satisfaction of the commission. With respect to existing domestic and foreign corporations, if the interrogatories are not answered as provided in this subsection or the answers to the interrogatories otherwise indicate proper grounds for an administrative dissolution, the commission shall initiate an administrative dissolution in accordance with chapters 1 through 17 of this title.

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

I. Any person who executes or contributes information for a certificate of disclosure and who intentionally makes any untrue statement of material fact or withholds any material fact with regard to the information required in subsection D, paragraph 1 of this section is guilty of a class 6 felony.
A.R.S. § 10-3301 — Arizona Code / Title 10 / Chapter 26 / Article 1 / Section 3301
10-3301 Purposes
Status: in_force

10-3301. Purposes

Subject to any limitations or requirements contained in its articles of incorporation or in any other applicable law, a corporation shall have the purpose of engaging in and may engage in any lawful activity including the practice of medicine as defined in section 32-1401 or the practice of dentistry as described in section 32-1202, or both, provided that the corporation engages in the practice of medicine or dentistry only through individuals licensed to practice in this state. This section does not alter any law or change any liability that might otherwise be applicable to the relationship between persons furnishing a professional service and persons receiving a professional service, including liability arising from that relationship.
A.R.S. § 10-11702 — Arizona Code / Title 10 / Chapter 40 / Article 1 / Section 11702
10-11702 Application to qualified foreign corporations
Status: in_force

10-11702. Application to qualified foreign corporations

A foreign corporation authorized to conduct affairs in this state on January 1, 1999 is subject to chapters 24 through 40 of this title but is not required to obtain a new grant of authority to conduct affairs under chapters 24 through 40 of this title, except as provided in section 10-11504.
A.R.S. § 10-503 — Arizona Code / Title 10 / Chapter 5 / Article 1 / Section 503
10-503 Resignation of statutory agent
Status: in_force

10-503. 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 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. § 10-704 — Arizona Code / Title 10 / Chapter 7 / Article 1 / Section 704
10-704 Action by shareholders without meeting; notice
Status: in_force

10-704. Action by shareholders without meeting; notice

A. Except as provided in subsection B of this section, an action required or permitted by chapters 1 through 17 of this title to be taken at a shareholders' meeting may be taken without a meeting if there is written consent by the holders of outstanding shares that are entitled to at least the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action are present and voted. The action taken by the written consent of the shareholders must be evidenced by one or more written consents describing the action taken and signed by holders of outstanding shares that are entitled to at least the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action are present and voted. The written consents to the action must be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

B. An action taken by shareholders without a shareholders' meeting must be taken by all shareholders and must be evidenced by written consent of all shareholders of the corporation if any of the following applies:

1. The action involves the election of directors or the removal of one or more directors.

2. The articles of incorporation or bylaws of the corporation require that an action taken by shareholders without a shareholders' meeting must be taken by all shareholders of the corporation.

3. The corporation is an issuing public corporation, as defined in section 10-2701, unless otherwise provided in its articles of incorporation or bylaws.

4. The corporation was formed in this state before August 6, 2016 unless its articles of incorporation or bylaws are amended after August 6, 2016 to provide that any action that is required or allowed to be taken at a shareholders' meeting may be taken without a meeting if there is written consent setting forth the action by the holders of outstanding shares that have at least the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action are present and voted.  For the purposes of this paragraph, a corporation that becomes a corporation in this state by domestication, conversion or division before August 6, 2016 is deemed formed in this state before August 6, 2016.

C. The written consents described in subsections A and B of this section include electronic transmission. All written consents must be included in the minutes or filed with the corporate records. The filing must be in a paper format if the minutes are maintained in a paper format and must be in an electronic format if the minutes are maintained in an electronic format.

D. If not otherwise fixed under section 10-703 or 10-707, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection A or B of this section.

E. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

F. Unless otherwise specified in the consents, the action is effective on the date that the consents as prescribed by subsection A or B of this section have been delivered to the corporation, except that if chapters 1 through 17 of this title require that notice of proposed actions be given to shareholders not entitled to vote and the action is to be taken by unanimous consent of the shareholders entitled to vote, the effective date is not before ten days after the corporation gives its shareholders not entitled to vote written notice of the proposed action. The notice must contain or be accompanied by the same material that under chapters 1 through 17 of this title would have been required to be sent to shareholders not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

G. Any shareholder may revoke the shareholder's consent by delivering a signed revocation of the consent to the president or secretary before the date that the consents as prescribed by subsection A or B of this section have been delivered to the corporation.

H. Notice of the taking of a corporate action without a meeting must be given within thirty days after the effective date of the corporate action to both of the following:

1. Each shareholder of record on the record date for determining shareholders who are entitled to take the action pursuant to subsection D of this section and who did not consent to the action in writing.

2. Each shareholder who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of the meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation pursuant to subsection A of this section.
A.R.S. § 10-601 — Arizona Code / Title 10 / Chapter 6 / Article 1 / Section 601
10-601 Authorized shares
Status: in_force

10-601. Authorized shares

A. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class, and before the issuance of shares of a class, the preferences, limitations and relative rights of that class shall be described in the articles of incorporation. All shares of a class shall have preferences, limitations and relative rights identical to those other shares of the same class except to the extent otherwise permitted by section 10-602.

B. The articles of incorporation shall authorize both of the following:

1. One or more classes of shares that together have unlimited voting rights.

2. One or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation on dissolution.

C. The articles of incorporation may authorize one or more classes of shares that:

1. Have special, conditional or limited voting rights or no right to vote, except to the extent prohibited by chapters 1 through 17 of this title.

2. Are redeemable or convertible as specified in the articles of incorporation either:

(a) At the option of the corporation, the shareholder or another person or on the occurrence of a designated event.

(b) For cash, indebtedness, securities or other property.

(c) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.

3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.

4. Have preference over any other class of shares with respect to distributions, including dividends and distributions on the dissolution of the corporation.

D. The description of the designations, preferences, limitations and relative rights of share classes in subsection C of this section is not exhaustive.
A.R.S. § 10-2011 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2011
10-2011 General powers of directors; election; compensation
Status: in_force

10-2011. General powers of directors; election; compensation

A. The affairs of the association shall be managed by the board of directors elected by the members from their number. The bylaws may provide that the territory in which the association has members be divided into districts and that the directors be elected according to such districts. If the territory is so divided the bylaws shall also specify the number of directors to be elected by each district, the manner and method of apportioning the directors and of dividing the territory into districts. The bylaws may provide that primary elections be held in each district to elect the directors apportioned to the districts, and the result of such elections shall be ratified by the next regular meeting of the association. The bylaws may further provide that additional directors be elected at large and the manner of their election.

B. The association may provide a fair remuneration for the time actually spent by its officers and directors in its service.

C. If a vacancy on the board occurs other than by expiration of term, the remaining members by a majority vote shall fill the vacancy.
A.R.S. § 10-3732 — Arizona Code / Title 10 / Chapter 30 / Article 3 / Section 3732
10-3732 Member agreements
Status: in_force

10-3732. Member agreements

A. An agreement among the members of a corporation that complies with this section is effective among the members and the corporation even though it is inconsistent with one or more other provisions of chapters 24 through 40 of this title if it meets any of the following conditions:

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

2. Governs the authorization or making of distributions whether or not in proportion to ownership of memberships, subject to the limitations in sections 10-11301 and 10-11302.

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

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

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

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

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

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

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

10. Restricts the transfer of memberships.

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

B. An agreement authorized by this section shall be:

1. Set forth either:

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

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

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

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

C. An agreement authorized by this section is enforceable by any party to the agreement against any other party to the agreement. The existence of an agreement authorized by this section shall be noted conspicuously in an information statement provided to any person who becomes a member and who was not a signatory of the agreement. The failure to note the existence of the agreement in the information statement does not affect the validity of the agreement or any action taken pursuant to it. Any transferee of a membership who at the time of transfer did not have knowledge of the existence of the agreement is entitled to rescission of the membership. A transferee shall be deemed to have knowledge of the existence of the agreement if its existence is noted in the information statement in compliance with this subsection and the information is delivered to the transferee at or before the time of transfer of the membership or the transferee has actual notice of the existence of the agreement at the time of transfer. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of ninety days after discovery of the existence of the agreement or two years after the time of the transfer of the membership.

D. If the agreement ceases to be effective for any reason, the board of directors, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, may adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

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

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

G. Incorporators may act as members with respect to an agreement authorized by this section if no members have been admitted when the agreement is made.

H. This section does not apply to, limit or invalidate agreements that are otherwise valid or authorized without regard to this section, including without limitation member agreements between or among some or all of the members or agreements between or among the corporation and one or more members. The procedure set forth in this section is not the exclusive method of agreement among members or among members and the corporation with respect to any of the matters described in this section.
A.R.S. § 10-1505 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1505
10-1505 Effect of grant of authority
Status: in_force

10-1505. Effect of grant of authority

A. A grant of authority to transact business authorizes the foreign corporation to transact business in this state subject to the right of this state to revoke the grant of authority as provided in chapters 1 through 17 of this title.

B. A foreign corporation with a valid grant of authority has the same but no greater rights and has the same but no greater privileges as and except as otherwise provided by chapters 1 through 17 of this title and is subject to the same duties, restrictions, penalties and liabilities now or later imposed on a domestic corporation of like character.

C. Chapters 1 through 17 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
A.R.S. § 10-805 — Arizona Code / Title 10 / Chapter 8 / Article 1 / Section 805
10-805 Terms of directors generally
Status: in_force

10-805. Terms of directors generally

A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

B. The terms of all other directors expire at the annual shareholders' meeting following their election except in the case of directors whose terms are staggered under section 10-806.

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

D. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

E. Despite the expiration of a director's term, a director shall continue to hold office until the director's successor is elected and qualifies, until the director's resignation or removal or until there is a decrease in the number of directors.
A.R.S. § 10-2017 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2017
10-2017 Pilot agreement; list of other agreements; recording
Status: in_force

10-2017. Pilot agreement; list of other agreements; recording

The association may record one of the executed marketing agreements in the office of the county recorder of the county in which the subscribing member is producing or proposing to produce the products to be marketed for him, and such agreement shall be known as the pilot agreement. After recording the pilot agreement, the association may, from time to time, in lieu of recording other agreements obtained from its members, file with the recorder an affidavit of its secretary stating that the association has executed agreements with other members, giving their names and addresses, a description of the premises owned or leased by each of the members and the date on which the agreements were executed by the members. The affidavit, when so filed, shall be recorded in the book of miscellaneous records, and shall constitute notice of the agreements.
A.R.S. § 10-1501 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1501
10-1501 Authority to transact business required
Status: in_force

10-1501. Authority to transact business required

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

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

1. Maintaining, defending or settling any proceeding.

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

3. Maintaining bank accounts.

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

5. Selling through independent contractors.

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

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

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

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

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

11. Transacting business in interstate commerce.

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

C. The list of activities in subsection B is not exhaustive.

D. This section does not apply to insurance corporations or any corporation transacting in this state only the business of lending monies to religious, social or benevolent associations.
A.R.S. § 10-2026 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2026
10-2026 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-2026. Merger, interest exchange, conversion, domestication or division; definitions

A. A domestic cooperative association 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. If a domestic cooperative association is to be created in a merger, a conversion, a domestication or a division, the initial members of the association must consist of any of the following:

1. Five or more persons engaged in the production of agricultural products pursuant to section 10-2003, subsection A.

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

3. Five or more persons for the purpose of producing, manufacturing and selling goods or services.

C. For the purposes of this section, references in chapter 34 of this title to a "corporation" are deemed references to a domestic cooperative association.

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. § 10-2742 — Arizona Code / Title 10 / Chapter 23 / Article 3 / Section 2742
10-2742 Requirements after three years
Status: in_force

10-2742. Requirements after three years

Except for the provisions of sections 10-2741 and 10-2743, an issuing public corporation may not engage at any time 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 an interested shareholder of the issuing public corporation or any affiliate or associate of the interested shareholder other than a business combination meeting all the requirements of this chapter, any other applicable section of this title, the articles of incorporation of the issuing public corporation and the requirements specified in any of the following:

1. A business combination, with respect to which the consummation date is no earlier than three years after the interested shareholder's share acquisition date, approved by the board of directors of the issuing public corporation before the interested shareholder's share acquisition date, or as to which the acquisition of shares made by the interested shareholder on the interested shareholder's share acquisition date had been approved by the board of directors of the issuing public corporation before the interested shareholder's share acquisition date.

2. A business combination approved by the affirmative vote of the shareholders holding a majority of the voting power of all shares, excluding shares beneficially owned by the interested shareholder proposing the business combination or any affiliate or associate of the interested shareholder proposing the business combination, at a meeting called for that purpose no earlier than three years after the interested shareholder's share acquisition date.

3. A business combination, with respect to which the consummation date is no earlier than three years after the interested shareholder's share acquisition date, that meets all of the following conditions:

(a) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding common shares of the issuing public corporation in the business combination is at least equal to the higher of the following:

(i) The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner, directly or indirectly, of five per cent or more of the voting power of all shares of the issuing public corporation, for any common shares of the same class or series acquired by it within the three year period immediately before the announcement date with respect to the business combination or within the three year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since the earliest date, up to the amount of the interest.

(ii) The market value per common share on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher, plus interest compounded annually from that date through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since that date, up to the amount of the interest.

(b) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of stock, other than common shares, of the issuing public corporation in the business combination is at least equal to the highest of the following, whether or not the interested shareholder has previously acquired any stock of the class or series:

(i) The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner, directly or indirectly, of five per cent or more of the voting power of all shares of the issuing public corporation, for any shares of the class or series acquired by it within the three year period immediately before the announcement date with respect to the business combination or within the three year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of the class or series since such earliest date, up to the amount of the interest.

(ii) The highest preferential amount per share to which the holders of stock of the class or series are entitled in the event of any voluntary liquidation, dissolution or winding up of the issuing public corporation, plus the aggregate amount of any unpaid dividends declared or due as to which the holders are entitled before payment of dividends on some other class or series of stock, unless the aggregate amount of the dividends is included in the preferential amount.

(iii) The market value per share of the class or series on the announcement date with respect to the business combination or on the interested shareholder's share acquisition date, whichever is higher, plus interest compounded annually from that date through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of the class or series since that date, up to the amount of the interest.

(c) The consideration to be received by holders of a particular class or series of outstanding stock, including common shares, of the issuing public corporation in the business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of the class or series of stock previously acquired by it and the consideration is distributed promptly.

(d) The holders of all outstanding stock of the issuing public corporation not beneficially owned by the interested shareholder immediately before the consummation date with respect to the business combination are entitled to receive in the business combination cash or other consideration for the stock in compliance with subdivisions (a), (b) and (c).

(e) After the interested shareholder's share acquisition date and before the consummation date with respect to the business combination, the interested shareholder has not become the beneficial owner of any additional shares of the issuing public corporation except:

(i) As part of the transaction that resulted in the interested shareholder becoming an interested shareholder.

(ii) By virtue of proportionate share splits, share dividends or other distributions of shares in respect of shares not constituting a business combination.

(iii) Through a business combination meeting all of the conditions of this article.

(iv) Through purchase by the interested shareholder at any price that, if the price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of the purchase, would have satisfied the requirements of subdivisions (a), (b) and (c).
A.R.S. § 10-1630 — Arizona Code / Title 10 / Chapter 16 / Article 3 / Section 1630
10-1630 Certificate of good standing; license and registration renewal
Status: in_force

10-1630. 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. § 10-3840 — Arizona Code / Title 10 / Chapter 31 / Article 4 / Section 3840
10-3840 Officers
Status: in_force

10-3840. Officers

A. A corporation shall have the officers described in its articles of incorporation or bylaws or appointed by the board of directors in accordance with the articles of incorporation or bylaws.

B. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

C. The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

D. The same individual may simultaneously hold more than one office in a corporation.
A.R.S. § 10-2152 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2152
10-2152 Annual assessments; gross intrastate revenue exception
Status: in_force

10-2152. Annual assessments; gross intrastate revenue exception

Title 40, chapter 2, article 8 applies to a generation and transmission cooperative that is regulated by the corporation commission but does not apply to the cooperative's gross intrastate revenues that are derived from sales of electricity to another cooperative electric utility that is both:

1. Regulated by the corporation commission.

2. Subject to the corporation commission's annual assessment.
A.R.S. § 10-1878 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1878
10-1878 Taxation
Status: in_force

10-1878. Taxation

Any business trust created under this article or entering this state pursuant to this article shall pay such taxes and fees as are imposed by the laws of this state or any political subdivision thereof on domestic and foreign corporations, respectively, on an identical basis therewith.
A.R.S. § 10-2084 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2084
10-2084 Electric cooperative nonprofit membership corporations; annual report
Status: in_force

10-2084. Electric cooperative nonprofit membership corporations; annual report

Each electric cooperative nonprofit membership corporation incorporated pursuant to this article shall deliver to the commission for filing an annual report as required by section 10-11622.
A.R.S. § 10-1406 — Arizona Code / Title 10 / Chapter 14 / Article 1 / Section 1406
10-1406 Known claims against dissolved corporation; definition
Status: in_force

10-1406. Known claims against dissolved corporation; definition

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

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

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

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

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

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

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

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

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

D. For purposes of this section, "claim" does not include a contingent claim. Notwithstanding the foregoing, a claim that is contingent as of the effective date of dissolution but later ripens into a known claim or a claim based on an event occurring after the effective date of dissolution may be disposed of by the dissolved corporation by following the procedures described in subsections B and C.
A.R.S. § 10-2210 — Arizona Code / Title 10 / Chapter 20 / Article 2 / Section 2210
10-2210 Election of professional corporation status
Status: in_force

10-2210. Election of professional corporation status

A. One or more persons may incorporate a professional corporation by delivering to the commission for filing a certificate of disclosure that contains the information set forth in section 10-202, subsection D and is subject to the requirements of section 10-202, subsection F and articles of incorporation that state, with respect to the character of its business:

1. It is a professional corporation.

2. Its purpose is to render the specified professional services.

B. A corporation incorporated under a general law of this state other than this chapter may elect professional corporation status by amending its articles of incorporation to comply with subsection A of this section and section 10-2215.
A.R.S. § 10-702 — Arizona Code / Title 10 / Chapter 7 / Article 1 / Section 702
10-702 Special meeting
Status: in_force

10-702. Special meeting

A. Except as provided in section 10-2703, a corporation shall hold a special meeting of shareholders either:

1. On the call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws.

2. As provided in section 10-810, subsection D.

B. If not otherwise fixed under section 10-703 or 10-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

C. Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

D. Only business within the purpose or purposes described in the meeting notice required by section 10-705, subsection C may be conducted at a special shareholders' meeting.
A.R.S. § 10-833 — Arizona Code / Title 10 / Chapter 8 / Article 3 / Section 833
10-833 Liability for unlawful distributions
Status: in_force

10-833. Liability for unlawful distributions

A. A director who votes for or assents to a distribution made in violation of section 10-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 10-640 or the articles of incorporation if it is established that the director's duties were not performed in compliance with section 10-830.

B. A director of a corporation who is present at a meeting of its board of directors at which action on any distribution in violation of section 10-640 is taken is presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the secretary of the meeting before the adjournment of the meeting or forwards the dissent by registered or certified mail to the secretary of the corporation before 5:00 p.m. of the next business day after the adjournment of the meeting. The right to dissent does not apply to a director who voted in favor of the action.

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

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

2. Each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 10-640 or the articles of incorporation.

D. A proceeding under this section is barred unless it is commenced within four years after the date on which the effect of the distribution was measured under section 10-640, subsection E or G.
A.R.S. § 10-2214 — Arizona Code / Title 10 / Chapter 20 / Article 2 / Section 2214
10-2214 Prohibited activities; authorized investments
Status: in_force

10-2214. Prohibited activities; authorized investments

A. A professional corporation may not render any professional service or engage in any business other than the professional service, including services ancillary to the professional service, and the business authorized by its articles of incorporation, except to the extent that the other service or business is incidental to or an inconsequential portion of the authorized service or business of that corporation.

B. A professional corporation may invest its monies in or otherwise own real estate, mortgages, stocks, bonds, partnership interests, limited liability company memberships, securities or any other type of investment or property.