A.R.S. § 10-2130 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2130
10-2130 Board of directors; term; compensation; quorum
Status: in_force

10-2130. Board of directors; term; compensation; quorum

A. A board of directors shall manage the business of a generation and transmission cooperative. The directors named in the articles of incorporation, consolidation, merger or conversion hold office until the directors' successors are elected and qualify. The bylaws shall prescribe the number and terms of directors and the manner of electing the directors. Each director shall hold office for the term for which the director is elected and until the director's successor is elected and qualifies.  A director may resign at any time by delivering written notice to the board of directors, its presiding officer or the cooperative.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.

B. The bylaws shall prescribe the number of directors as provided in subsection A, the directors' qualifications other than those prescribed in this article and the manner of holding meetings of the board of directors and of electing successors to directors who resign or die or who are otherwise incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of the directors' successors.

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

D. A majority of the board of directors constitutes a quorum.

E. Any action which may be taken at a meeting may be taken without a meeting if a writing stating and approving the action taken is signed prior to the action being taken by the number of directors normally required to approve the action at a meeting. This prior consent has the same force and effect as a vote at a meeting.

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

G. Any person who serves as a director or officer or who serves on a board or council in an advisory capacity to the cooperative or board of directors of a cooperative is immune from civil liability and is not subject to a suit directly or by way of contribution for any act or omission that results in damage or injury if that person was acting in good faith and within the scope of that person's official capacity and the damage or injury was not caused by the wilful or grossly negligent conduct of that person. Nothing in this subsection limits or modifies in any manner the duties or liabilities of a director or person who serves in an advisory capacity to the cooperative or the cooperative's members. For the purposes of this subsection, "official capacity" means any decision, act or event undertaken by the cooperative in furtherance of the purposes for which that cooperative is organized or operating.
A.R.S. § 10-622 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 622
10-622 Liability of subscribers and shareholders
Status: in_force

10-622. Liability of subscribers and shareholders

A. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the full consideration for which the shares were authorized to be issued pursuant to section 10-621 or specified in the subscription agreement pursuant to section 10-620.

B. A shareholder of a corporation is not personally liable for the acts or debts of the corporation.
A.R.S. § 10-11510 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11510
10-11510 Service on foreign corporation
Status: in_force

10-11510. 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 for an entity that is registered pursuant to this title shall be made by delivering to and leaving with the commission duplicate copies of the process, notice or demand, and the commission shall immediately cause one of the copies of the process, notice or demand to be forwarded by mail, addressed to the 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 foreign 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 10-11531 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. § 10-2246 — Arizona Code / Title 10 / Chapter 20 / Article 6 / Section 2246
10-2246 Revocation of certificate of authority
Status: in_force

10-2246. Revocation of certificate of authority

Pursuant to chapter 15, article 3 of this title, the commission may administratively revoke the authority of a foreign professional corporation to transact business in this state if a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation certifies to the commission that the corporation has violated or is violating a provision of this chapter and describes the violation in the certificate.
A.R.S. § 10-2262 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2262
10-2262 Surplus and dividends
Status: in_force

10-2262. Surplus and dividends

Each year a corporation shall set apart, as earned surplus, all of its net earnings until such earned surplus shall equal the total of the capital and paid-in surplus then outstanding or ten per cent of the total outstanding borrowings of the corporation whichever is greater. The earned surplus shall be held in cash, shall be invested in United States government bonds or such other securities as may be legal investments under section 10-2263 and shall be kept and used to meet losses and contingencies of such corporation. Whenever the amount of earned surplus shall become impaired it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as the directors deem desirable and the directors' determination made in good faith shall be conclusive on all persons. After setting aside the required reserves the directors may declare dividends from the balance of net earnings.
A.R.S. § 10-11030 — Arizona Code / Title 10 / Chapter 33 / Article 3 / Section 11030
10-11030 Approval by third persons
Status: in_force

10-11030. Approval by third persons

The articles of incorporation may require a specified person or persons other than the board of directors to approve in writing any amendment to the articles of incorporation or bylaws and, unless the articles of incorporation or bylaws otherwise provide, that article provision may only be amended with the approval in writing of the specified person or persons.
A.R.S. § 10-2064 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2064
10-2064 Bylaws
Status: in_force

10-2064. Bylaws

The board of directors shall adopt the first bylaws of a cooperative to be adopted following incorporation, conversion, merger or consolidation. Thereafter either the board of directors or the members may amend or repeal the bylaws. The bylaws shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this article or with its articles of incorporation.
A.R.S. § 10-624 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 624
10-624 Share rights, options and warrants
Status: in_force

10-624. Share rights, options and warrants

A. Subject to any provisions set forth in its articles of incorporation, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. These rights, options or warrants shall be evidenced in writing, and the board of directors shall determine the terms on which the rights, options or warrants are issued and their form and content. The consideration to be received for any shares on the exercise of these rights, options or warrants is governed by section 10-621.

B. The articles of incorporation may provide that the issuance of rights, options or warrants to directors, officers or employees of the corporation or any affiliate of the directors, officers or employees shall be approved by the shareholders.

C. The rights, options or warrants may include provisions that adjust the terms of the rights, options or warrants if there is an acquisition of shares, reorganization, merger, consolidation, sale of assets or other occurrence.
A.R.S. § 10-1434 — Arizona Code / Title 10 / Chapter 14 / Article 3 / Section 1434
10-1434 Election to purchase in lieu of dissolution
Status: in_force

10-1434. Election to purchase in lieu of dissolution

A. In a proceeding under section 10-1430, subsection B to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section is irrevocable unless the court determines that it is equitable to set aside or modify the election.

B. An election to purchase pursuant to this section may be filed with the court at any time within ninety days after the filing of the petition under section 10-1430, subsection B or at a later time as the court may allow. If the election to purchase is filed by one or more shareholders, the corporation, within ten days after the filing, shall give written notice to all shareholders other than the petitioner. The notice shall state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and shall advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate shall file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under section 10-1430, subsection B shall not be discontinued or settled, and the petitioning shareholder shall not sell or otherwise dispose of his shares, unless the court determines that it would be equitable to the corporation and the shareholders other than the petitioner to permit this discontinuance, settlement, sale or other disposition.

C. If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of the petitioner's shares on the terms and conditions agreed to by the parties.

D. If the parties are unable to reach an agreement as provided for in subsection C of this section, the court, on application of any party, shall stay the proceedings under section 10-1430, subsection B and determine the fair value of the petitioner's shares as of the day before the date on which the petition under section 10-1430, subsection B was filed or as of another date as the court deems appropriate under the circumstances.

E. On determining the fair value of the shares, the court shall enter an order directing the purchase on the terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, if necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees and expenses as may have been awarded and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating the petitioner's shares among holders of different classes of shares, the court shall attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, interest shall not be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under section 10-1430, subsection B, paragraph 2 or 4, it may award to the petitioning shareholder reasonable fees and expenses of an attorney and of any experts employed by him.

F. On entry of an order under subsection C or E of this section, the court shall dismiss the petition to dissolve the corporation under section 10-1430 and the petitioning shareholder does not have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to the petitioning shareholder by the order of the court that is enforceable in the same manner as any other judgment.

G. The purchase ordered pursuant to subsection E of this section shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to sections 10-1402 and 10-1403, which articles shall be adopted and filed within fifty days thereafter. On filing of the articles of dissolution, the corporation shall be dissolved in accordance with sections 10-1405, 10-1406 and 10-1407, and the order entered pursuant to subsection E of this section does not have any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with subsection E of this section and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.

H. Any payment by the corporation pursuant to an order under subsection C or E of this section, other than an award of fees and expenses pursuant to subsection E of this section, is subject to section 10-640.
A.R.S. § 10-1401 — Arizona Code / Title 10 / Chapter 14 / Article 1 / Section 1401
10-1401 Dissolution by incorporators or initial directors
Status: in_force

10-1401. Dissolution by incorporators or initial directors

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the commission for filing the articles of dissolution. An incorporator or an initial director, whose signature shall be acknowledged, shall execute the articles of dissolution, and the articles shall set forth all of the following:

1. The name of the corporation.

2. The date of its incorporation.

3. Either:

(a) That none of the corporation's shares have been issued.

(b) That the corporation has not commenced business.

4. That no debt of the corporation remains unpaid.

5. That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued.

6. That a majority of the incorporators or initial directors authorized the dissolution.
A.R.S. § 10-2071 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2071
10-2071 Unclaimed patronage capital credits; fees; uses; exemption; definition
Status: in_force

10-2071. Unclaimed patronage capital credits; fees; uses; exemption; definition

A. A patronage capital credit retirement payment or fee payment from a cooperative to its member or former member is an unclaimed capital credit or fee if the credit or fee remains unclaimed for a period of two years after the payment was made available to the member or former member.

B. All unclaimed capital credits or fees are exempt from title 44, chapter 3, and a cooperative may retain or use all unclaimed capital credits or fees for any lawful purpose.

C. A cooperative may retain, use or assign all unclaimed capital credits or fees for any lawful purpose if the purpose is consistent with the cooperative's bylaws and is specified by the cooperative's board of directors.

D. The cooperative shall pay a verifiable unclaimed capital credit or fee claim by a member or former member originating on, before and after August 3, 2018.

E. Each cooperative shall maintain a searchable list on its website that contains the name and last known address of each member or former member appearing from the cooperative's records to be the owner of the unclaimed capital credits or fees of fifty dollars or more and instructions on how to claim the unclaimed capital credits or fees.  The list shall include records from and after December 31, 2001.

F. For the purposes of this section, "patronage capital" includes all amounts received by a cooperative from sales of electric power, energy distribution services or other services to members in excess of the cooperative's cost of furnishing electric power, energy distribution services or other services to members and other margins as determined by the board of directors of the cooperative.
A.R.S. § 10-2244 — Arizona Code / Title 10 / Chapter 20 / Article 6 / Section 2244
10-2244 Authority to transact business
Status: in_force

10-2244. Authority to transact business

A. Except as provided in subsection C of this section, a foreign professional corporation shall not transact business in this state until it is granted authority to transact business in this state from the commission.

B. A foreign professional corporation may not obtain authority to transact business in this state unless:

1. Its corporate name satisfies the requirements of section 10-2215.

2. It is incorporated for one or more of the purposes described in section 10-2211.

3. At least one-half of its shareholders who are entitled to vote for the election of directors, at least one-half of its directors and its president, if any, are licensed in one or more states to render a professional service described in its articles of incorporation.

C. A foreign professional corporation is not required to obtain authority to transact business in this state unless it maintains or intends to maintain an office in this state for the conduct of business or professional practice.
A.R.S. § 10-2251 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2251
10-2251 Definitions
Status: in_force

10-2251. Definitions

In this chapter, unless the context otherwise requires:

1. "Bank" means any banking corporation or national banking association.

2. "Corporation" means a business development corporation formed under this chapter.

3. "Deputy director of financial institutions" means the deputy director of the financial institutions division of the department of insurance and financial institutions.

4. "Member" means any bank or federal or state savings and loan association authorized to do business within this state that shall undertake to lend money to the corporation on its call and in accordance with this chapter.

5. "Shareholder" means a registered owner of shares in a corporation formed under the provisions of this chapter.

6. "Shares" means units into which the shareholders' rights to participate in the control of a corporation, in its surplus or profits, or in the distribution of its assets, are divided.
A.R.S. § 10-11620 — Arizona Code / Title 10 / Chapter 39 / Article 2 / Section 11620
10-11620 Financial statements for members
Status: in_force

10-11620. Financial statements for members

A. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, a corporation on written demand from a member shall furnish that member its latest annual financial statements that may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis.

B. If the annual financial statements are reported on by a certified public accountant, that report shall accompany them. If not, the statements shall be accompanied by a statement of the president or the person responsible for the corporation's accounting records both:

1. Stating that person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation.

2. Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
A.R.S. § 10-11623 — Arizona Code / Title 10 / Chapter 39 / Article 2 / Section 11623
10-11623 Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definition
Status: in_force

10-11623. Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definition

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

1. All officers, directors and trustees of the corporation within one year of filing the petition for bankruptcy or the appointment of a receiver.

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

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

(a) Name and address.

(b) States in which it:

(i) Was incorporated.

(ii) Conducted affairs.

(c) Dates of operation.

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

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

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

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

F. Any person or corporation failing to comply with the requirements of this section is guilty of a class 1 misdemeanor. Any person making a false statement or giving false information pursuant to this section is guilty of a class 5 felony.
A.R.S. § 10-11001 — Arizona Code / Title 10 / Chapter 33 / Article 1 / Section 11001
10-11001 Authority to amend
Status: in_force

10-11001. Authority to amend

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

B. A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control or purpose of duration of the corporation.
A.R.S. § 10-2226 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2226
10-2226 Court costs and fees of experts
Status: in_force

10-2226. Court costs and fees of experts

A. The court in an appraisal proceeding commenced under section 10-2225 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation unless the court assesses costs against the disqualified shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously or not in good faith in refusing to accept the corporation's offer.

B. The court may also assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of the disqualified shareholder's shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer.
A.R.S. § 10-3824 — Arizona Code / Title 10 / Chapter 31 / Article 2 / Section 3824
10-3824 Quorum and voting
Status: in_force

10-3824. Quorum and voting

A. Unless the articles of incorporation or bylaws require a different number, a quorum of a board of directors consists of either:

1. A majority of the fixed number of directors if the corporation has a fixed board size.

2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable range size board.

B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of at least one-third of the fixed or prescribed number of directors determined under subsection A.

C. The articles of incorporation or bylaws may specify that, if a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors.

D. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

E. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless either:

1. The director objects at the beginning of the meeting or promptly on the director's arrival to holding it or transacting business at the meeting.

2. The director's dissent or abstention from the action taken is entered in the minutes of the meeting.

3. The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation before 5:00 p.m. on the next business day after the meeting.

F. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

G. The articles of incorporation or bylaws may authorize a director to vote in person or by proxy. The following provisions apply to voting by proxy:

1. A director may appoint a proxy to vote or otherwise act for the director by signing an appointment form, either personally or by the director's attorney-in-fact. The appointment does not relieve the director of liability for acts or omissions imposed by law on directors.

2. An appointment of a proxy is effective when received by the secretary. An appointment is valid for one month unless a different period is expressly provided in the appointment form.

3. An appointment of a proxy is revocable by the director.

4. The death or incapacity of the director appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless written notice of the death or incapacity is received by the secretary before the proxy exercises its authority under the appointment.

5. Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as of the shareholder making the appointment.
A.R.S. § 10-2107 — Arizona Code / Title 10 / Chapter 19 / Article 3 / Section 2107
10-2107 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-2107. Merger, interest exchange, conversion, domestication or division; definitions

A. A fraternal or benevolent society 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. For the purposes of this section, references in chapter 34 of this title to "directors" are deemed references to trustees, and references to a "corporation" are deemed references to a fraternal or benevolent society.

C. If a fraternal or benevolent society governed by this article is to be created in a merger, a conversion, a domestication or a division:

1. The initial members of the society must be members of the type described in section 10-2101.

2. The trustees of the society must be members of the society and must be not less than three nor more than nine in number in accordance with section 10-2101.

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. § 10-11004 — Arizona Code / Title 10 / Chapter 33 / Article 1 / Section 11004
10-11004 Class voting by members on amendments
Status: in_force

10-11004. Class voting by members on amendments

The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws.
A.R.S. § 10-11505 — Arizona Code / Title 10 / Chapter 38 / Article 1 / Section 11505
10-11505 Effect of grant of authority
Status: in_force

10-11505. Effect of grant of authority

A. A grant of authority to conduct affairs authorizes the foreign corporation to conduct affairs in this state subject to the right of the state to revoke the grant of authority as provided in chapters 24 through 40 of this title.

B. A foreign corporation with a valid grant of authority has the same but no greater rights and enjoys the same but no greater privileges as and except as otherwise provided by chapters 24 through 40 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 24 through 40 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to conduct affairs in this state.
A.R.S. § 10-3180 — Arizona Code / Title 10 / Chapter 24 / Article 4 / Section 3180
10-3180 Religious corporations; constitutional protections
Status: in_force

10-3180. Religious corporations; constitutional protections

If religious doctrine governing the affairs of a corporation organized primarily for religious purposes is inconsistent with the provisions of chapters 24 through 40 of this title on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the constitution of this state or both.
A.R.S. § 10-11101 — Arizona Code / Title 10 / Chapter 34 / Article 1 / Section 11101
10-11101 Definitions
Status: in_force

10-11101. Definitions

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

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

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

B. Except for terms defined in chapters 24 through 40 of this title or unless the context otherwise requires, terms used in this article have the same meanings prescribed in section 29-2102.
A.R.S. § 10-2242 — Arizona Code / Title 10 / Chapter 20 / Article 5 / Section 2242
10-2242 Judicial dissolution
Status: in_force

10-2242. Judicial dissolution

The attorney general may commence a proceeding under sections 10-1430 through 10-1433 to dissolve a professional corporation if:

1. The commission serves written notice on the corporation under section 10-504 that it has violated or is violating a provision of this chapter.

2. The corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the commission that it did not occur, within sixty days after service of the notice is perfected under section 10-504.

3. The commission certifies to the attorney general a description of the violation, that it notified the corporation of the violation and that the corporation did not correct it, or demonstrate that it did not occur, within sixty days after perfection of service of the notice.
A.R.S. § 10-2062 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2062
10-2062 Annual and special meetings of members; notice; quorum; voting
Status: in_force

10-2062. Annual and special meetings of members; notice; quorum; voting

A. An annual meeting of the members of a cooperative shall be held at such time and place as 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 ten per cent of the members.

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 shall be deemed to be given when deposited in the United States mail with postage prepaid addressed to the member at the member's address appearing on the records of the 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 cooperative having not more than one thousand members shall be five per cent of all members present in person or by ballot, and of a cooperative having more than one thousand members, shall be fifty members present in person or by ballot. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.

D. Unless the bylaws provide otherwise, each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. Voting shall be in person but, if the bylaws so provide, may also be by mail or by proxy.
A.R.S. § 10-3852 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3852
10-3852 Mandatory indemnification
Status: in_force

10-3852. 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. § 10-3207 — Arizona Code / Title 10 / Chapter 25 / Article 1 / Section 3207
10-3207 Emergency bylaws
Status: in_force

10-3207. Emergency bylaws

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

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

2. Quorum requirements for the meeting.

3. Designation of additional or substitute directors.

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

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

1. Binds the corporation.

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

D. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of a local emergency, a state of emergency or a state of war emergency, all as defined in section 26-301.
A.R.S. § 10-11108 — Arizona Code / Title 10 / Chapter 34 / Article 1 / Section 11108
10-11108 Requests, devises and gifts
Status: in_force

10-11108. Requests, devises and gifts

Unless the will or other instrument otherwise specifically provides, any bequest, devise, gift, grant or promise that is contained in a will or other instrument of donation, subscription or conveyance, that is made to a domestic nonprofit corporation and that takes effect or remains payable after the transaction inures, as applicable, to the surviving entity in a merger, the acquiring entity in an interest exchange, the converted entity in a conversion, the domesticated entity in a domestication and, as specified in the statement of division, one or more of the resulting entities in a division.
A.R.S. § 10-1005 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1005
10-1005 Amendment before issuance of shares
Status: in_force

10-1005. Amendment before issuance of shares

If a corporation has not yet issued shares, an amendment to the articles of incorporation may be adopted by a majority of the members of the board of directors, unless the articles of incorporation require adoption by a greater number of the members of the board of directors.
A.R.S. § 10-11302 — Arizona Code / Title 10 / Chapter 36 / Article 1 / Section 11302
10-11302 Authorized distributions
Status: in_force

10-11302. Authorized distributions

A. A corporation may purchase its memberships if after the purchase is completed both:

1. The corporation would be able to pay its debts as the debts become due in the usual course of its activities.

2. The corporation's total assets would at least equal the sum of its total liabilities.

B. A corporation may make distributions on dissolution that conform to chapter 37 of this title.

C. A corporation may make distributions to members who are domestic or foreign nonprofit corporations if after the distribution is made both:

1. The corporation would be able to pay its debts as the debts become due in the usual course of its activities.

2. The corporation's total assets would at least equal the sum of its total liabilities.
A.R.S. § 10-3102 — Arizona Code / Title 10 / Chapter 24 / Article 1 / Section 3102
10-3102 Reservation of power to amend or repeal
Status: in_force

10-3102. Reservation of power to amend or repeal

The legislature has the power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.
A.R.S. § 10-2056 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2056
10-2056 Amendment of articles
Status: in_force

10-2056. Amendment of articles

A. A cooperative may amend its articles by complying with the requirements prescribed in subsection B of this section, but a change in location of its principal office may be effected in the manner set forth in section 10-2066.

B. The proposed amendment shall be presented to a meeting of the members, and the notice of the meeting shall set forth or have attached to it the proposed amendment.  If the proposed amendment, with any changes, is approved by the affirmative vote of not less than two-thirds of those members voting or the number of members prescribed in the bylaws but not less than a majority of those members voting, the articles of amendment shall be executed by the cooperative.

C. The articles of amendment shall state:

1. The name of the cooperative.

2. The address of its principal office.

3. The amendment of its articles of incorporation.
A.R.S. § 10-2201 — Arizona Code / Title 10 / Chapter 20 / Article 1 / Section 2201
10-2201 Definitions
Status: in_force

10-2201. Definitions

In this chapter, unless the context otherwise requires:

1. "Disqualified person" means an individual or entity that is not or ceases to be a qualified person.

2. "Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state.

3. "License" or "licensed" means any license, authorization, certificate, registration, certificate of registration, membership or other evidence of the satisfaction of the requirements of this state for the practice of a professional service.

4. "Licensing authority" means the officer, board, agency, court or other authority in this state empowered by law to license or otherwise authorize the rendition of a professional service.

5. "Professional corporation" or "domestic professional corporation" means a corporation for profit that is not a foreign professional corporation and that is incorporated under or subject to this chapter.

6. "Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service.

7. "Qualified person" means a person that is eligible under this chapter to be issued shares by a professional corporation.

8. "Voting shares" means shares entitled to vote for election of directors of the professional corporation.
A.R.S. § 10-3304 — Arizona Code / Title 10 / Chapter 26 / Article 1 / Section 3304
10-3304 Validity of actions
Status: in_force

10-3304. Validity of actions

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

B. A corporation's power to act may be challenged by any of the following:

1. In a proceeding by members of a corporation that is not a condominium association as defined in section 33-1202, or a planned community association as defined in section 33-1802, having at least ten per cent or more of the voting power or by at least fifty members, unless a lesser percentage or number is provided in the articles of incorporation, against the corporation to enjoin the act.

2. In a proceeding by any member of a condominium or a planned community association against the corporation to enjoin the act pursuant to title 12, chapter 10, article 1.

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

C. In a member's proceeding under subsection B, paragraph 1 of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
A.R.S. § 10-1801 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1801
10-1801 Law applicable to close corporations
Status: in_force

10-1801. Law applicable to close corporations

Close corporations organized pursuant to this article are subject to the provisions of chapters 1 through 17 of this title except insofar as this article modifies or differs from such provisions, in which case this article prevails. This article shall be applicable to all close corporations except insofar as this article otherwise provides. This article shall be construed to simplify the management, structure and operations of close corporations.
A.R.S. § 10-728 — Arizona Code / Title 10 / Chapter 7 / Article 2 / Section 728
10-728 Voting for directors; cumulative voting
Status: in_force

10-728. Voting for directors; cumulative voting

A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

B. At each election for directors, shareholders are entitled to cumulate their votes by multiplying the number of votes they 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 distributing the product among two or more candidates.
A.R.S. § 10-11024 — Arizona Code / Title 10 / Chapter 33 / Article 2 / Section 11024
10-11024 Bylaw increasing quorum or voting requirement for directors
Status: repealed

10-11024. Bylaw increasing quorum or voting requirement for directors

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

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

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

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

C. Action by the board of directors under subsection A, paragraph 2 to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and shall be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
A.R.S. § 10-1006 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1006
10-1006 Articles of amendment
Status: in_force

10-1006. 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. If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.

4. The date of each amendment's adoption.

5. If an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required.

6. If an amendment was approved by the shareholders:

(a) The designation of outstanding shares, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment and number of votes of each voting group indisputably represented at the meeting.

(b) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.

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. § 10-1323 — Arizona Code / Title 10 / Chapter 13 / Article 2 / Section 1323
10-1323 Duty to demand payment
Status: in_force

10-1323. Duty to demand payment

A. A shareholder sent a dissenters' notice described in section 10-1322 shall demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 10-1322, subsection B, paragraph 3 and deposit the shareholder's certificates in accordance with the terms of the notice.

B. A shareholder who demands payment and deposits the shareholder's certificates under subsection A of this section retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.

C. A shareholder who does not demand payment or does not deposit the shareholder's certificates if required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this article.
A.R.S. § 10-124 — Arizona Code / Title 10 / Chapter 1 / Article 2 / Section 124
10-124 Correcting filed document; articles of incorporation; authority to transact business
Status: in_force

10-124. Correcting filed document; articles of incorporation; authority to transact business

A. A domestic or foreign corporation may correct a document that has been filed by the commission pursuant to chapters 1 through 17 of this title if the document either:

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

2. Was defectively executed, attested, 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 transact business 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. § 10-857 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 857
10-857 Insurance
Status: in_force

10-857. Insurance

A corporation may purchase and maintain insurance, including retrospectively rated and self-insured programs, on behalf of an individual who is or was a director or officer of the corporation or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this article.
A.R.S. § 10-302 — Arizona Code / Title 10 / Chapter 3 / Article 1 / Section 302
10-302 General powers
Status: in_force

10-302. General powers

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including power to:

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

2. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.

3. Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation.

4. Purchase, receive, lease or otherwise acquire and to own, hold, improve, use and otherwise deal with real or personal property or any interest in property wherever located.

5. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property.

6. Purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal with shares or other interests in or obligations of any other entity.

7. Make contracts and guarantees, incur liabilities, borrow monies, issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage, deed of trust, security agreement, pledge or other encumbrance of any of its property, franchises or income.

8. Issue any bond, debenture or debt security of the corporation by causing one or more officers designated in the bylaws or by the board of directors to sign the bond, debenture or debt security either manually or in facsimile and, if deemed necessary or appropriate by the officers, by causing its authentication, countersignature or registration, either manually or in facsimile, by a trustee, transfer agent or registrar other than the corporation itself or an employee of the corporation. If an officer who has signed, either manually or in facsimile, a bond, debenture or debt security as provided in this paragraph ceases for any reason to be an officer before the security is issued, the corporation may issue the security with the same effect as if the officer were still in office at the date of issue.

9. Lend monies, invest and reinvest its monies and receive and hold real and personal property as security for repayment.

10. Be a promoter, incorporator, partner, member, associate or manager of any corporation, partnership, joint venture, trust or other entity.

11. Conduct its business, locate offices and exercise the powers granted by chapters 1 through 17 of this title within or without this state.

12. Elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and lend them monies and credit.

13. Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans and benefit or incentive plans for any of its or its affiliates' current or former directors, officers, employees and agents.

14. Eliminate or limit the liability of its directors in the manner and to the extent provided by section 10-202 and chapter 8, article 5 of this title.

15. Make donations for the public welfare or for charitable, scientific or educational purposes.

16. Transact any lawful business that will aid governmental policy.

17. Make payments or donations or do any other act not inconsistent with law that furthers the business and affairs of the corporation.

18. Take any action to pursue any purpose, including a nonmonetary purpose as defined in section 10-846 or to create any private or public benefit.
A.R.S. § 10-1633 — Arizona Code / Title 10 / Chapter 16 / Article 3 / Section 1633
10-1633 Interrogatories by the commission
Status: in_force

10-1633. Interrogatories by the commission

The commission may propound to any domestic or foreign corporation subject to chapters 1 through 17 of this title and to any officer or director of the corporation interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation complied with all of the provisions of chapters 1 through 17 of this title applicable to the corporation. The interrogatories shall be answered within thirty days after the mailing of the interrogatories or within an additional time fixed by the commission, and the answers to the interrogatories shall be full and complete and shall be made in writing and under oath. If the interrogatories are directed to an individual they shall be answered by the individual, and if directed to a corporation they shall be answered by the president, vice-president, secretary or assistant secretary of the corporation. The commission need not file any document to which the interrogatories relate until the interrogatories have been answered as provided in this section, and not then if the answers to the interrogatories disclose that the document is not in conformity with the provisions of chapters 1 through 17 of this title. The commission shall certify to the attorney general, for such action as the attorney general deems appropriate, all interrogatories and answers to the interrogatories that disclose a violation of any of the provisions of chapters 1 through 17 of this title.
A.R.S. § 10-2013 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2013
10-2013 Removal of officer or director
Status: in_force

10-2013. Removal of officer or director

A. A member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition for removal signed by ten per cent of the members. The removal shall be voted upon at the next regular or special meeting and the association may remove the officer or director by a majority vote of the members. The director or officer shall be informed in writing of the charges previous to the meeting, and he and the person bringing the charges may be heard in person or by counsel and may call witnesses at the meeting.

B. If the by-laws provide for election of directors by districts with primary elections in each district, then the petition for removal of a director shall be signed by twenty per cent of the members residing in the district from which he was elected. The board shall call a special meeting of the members residing in that district to consider the removal of the director, and he may be removed by a vote of the majority of the members of that district.
A.R.S. § 10-11105 — Arizona Code / Title 10 / Chapter 34 / Article 1 / Section 11105
10-11105 Statement of merger or interest exchange; publication or posting
Status: in_force

10-11105. Statement of merger or interest exchange; publication or posting

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

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

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-2267 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2267
10-2267 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-2267. Merger, interest exchange, conversion, domestication or division; definitions

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

B. If a domestic business development corporation is to be created in a merger, a conversion, a domestication or a division:

1. The shareholders of the corporation must be residents of this state as prescribed by section 10-2259, subsection A.

2. The formation of the corporation must otherwise comply with this chapter.

C. For the purposes of this section:

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

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

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

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

5. "Merger" means a transaction authorized by title 29, chapter 6, article 2.
A.R.S. § 10-3631 — Arizona Code / Title 10 / Chapter 29 / Article 4 / Section 3631
10-3631 Standing
Status: in_force

10-3631. Standing

A. A proceeding may be brought in the right of a domestic corporation to procure a judgment in its favor by either:

1. In the case of a corporation that has members, any member or members having twenty-five per cent or more of the voting power or by fifty members, whichever is less.

2. In the case of a corporation that does not have members, any director or twenty-five per cent of the directors, whichever is greater.

B. In any such proceeding, each complainant shall both:

1. Have been a member or director, as applicable, of the corporation at the time of the act or omission complained of.

2. Fairly and adequately represent the interests of the corporation in enforcing the right of the corporation.
A.R.S. § 10-2149 — Arizona Code / Title 10 / Chapter 19 / Article 4 / Section 2149
10-2149 Admission of foreign generation and transmission cooperatives
Status: in_force

10-2149. Admission of foreign generation and transmission cooperatives

A foreign generation and transmission cooperative is entitled to all rights, exemptions, privileges and immunities of a generation and transmission cooperative organized under this article, except that a foreign generation and transmission cooperative need not comply with section 10-2124. A foreign distributive cooperative is eligible to become a member of a generation and transmission cooperative by complying with the applicable provisions of this article.
A.R.S. § 10-11903 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11903
10-11903 Articles of incorporation; amendment
Status: in_force

10-11903. Articles of incorporation; amendment

A. The articles of incorporation shall contain:

1. The name of the corporation.

2. The object of the corporation.

3. The estimated value of the property at the time of drawing the articles.

4. The title of the person executing the articles.

B. The corporation may amend its articles. The amendment shall be executed by the same person who executed the original articles, or by his successor in office, and shall be filed and recorded as required for the original articles.
A.R.S. § 10-860 — Arizona Code / Title 10 / Chapter 8 / Article 6 / Section 860
10-860 Definitions
Status: in_force

10-860. 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. § 10-3702 — Arizona Code / Title 10 / Chapter 30 / Article 1 / Section 3702
10-3702 Special meeting
Status: in_force

10-3702. Special meeting

A. A corporation with members shall hold a special meeting of members either:

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

2. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, if the holders of at least ten per cent of the voting power of any corporation sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

B. The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the ten per cent requirement of subsection A of this section has been met.

C. A corporation may hold a special meeting of members in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, the corporation shall hold special meetings at the corporation's principal office.

D. Unless otherwise provided in the articles of incorporation or bylaws, the corporation may conduct only those matters at a special meeting of members that are within the purpose or purposes described in the meeting notice required by section 10-3705.
A.R.S. § 10-630 — Arizona Code / Title 10 / Chapter 6 / Article 3 / Section 630
10-630 Shareholders' preemptive rights; definition
Status: in_force

10-630. Shareholders' preemptive rights; definition

A. The shareholders of a corporation do not have any preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.

B. A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" or words of similar import means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:

1. The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors, to provide a fair and reasonable opportunity to exercise the right to acquire proportional amounts of the corporation's unissued shares on the decision of the board of directors to issue them.

2. A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

3. There is no preemptive right with respect to:

(a) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or its affiliates.

(b) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or its affiliates.

(c) Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation.

(d) Shares issued in transactions for which shareholder approval is required by chapters 1 through 17 of this title.

4. Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

5. Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

6. Shares that are subject to preemptive rights and that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.

C. For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
A.R.S. § 10-2221 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2221
10-2221 Shares and professional corporation status on shares
Status: in_force

10-2221. Shares and professional corporation status on shares

Notwithstanding section 10-627, no statement or notice of any restrictions imposed by this chapter on the transfer of shares of a professional corporation is required to appear on any share certificate issued by a professional corporation or to otherwise be provided to the shareholders of a professional corporation.
A.R.S. § 10-1103 — Arizona Code / Title 10 / Chapter 11 / Article 1 / Section 1103
10-1103 Action on plan
Status: in_force

10-1103. Action on plan

A. Except as provided in subsection G of this section, after adopting a plan, the board of directors of a domestic corporation that is a party to or that is otherwise undertaking the transaction and, in the case of a domestic corporation whose shares will be acquired in an interest exchange, the board of directors of the corporation whose shares will be acquired in the interest exchange shall submit the plan for approval by its shareholders.

B. For a plan to be approved, both:

1. The board of directors shall recommend the plan to the shareholders, unless the board of directors determines that because of a conflict of interest or other special circumstances it should not make a recommendation and communicates the basis for its determination to the shareholders with the plan.

2. The shareholders entitled to vote on the plan shall approve the plan.

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

D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting at which the plan is to be submitted for approval in accordance with section 10-705. The notice shall state that the purpose or one of the purposes of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan.

E. Unless chapters 1 through 17 of this title, the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or a vote by voting groups, the plan to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

F. Separate voting by voting groups is required:

1. On a plan, other than a plan of interest exchange, if either:

(a) The plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under section 10-1004.

(b) One or more voting groups are entitled under the articles of incorporation to vote as a voting group on the plan.

2. On a plan of interest exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

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

1. The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in section 10-1002, from its articles of incorporation before the merger.

2. Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares with identical designations, preferences, limitations and relative rights immediately after the effective date of the merger.

3. The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of voting shares of the surviving corporation outstanding immediately before the merger.

4. The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of participating shares outstanding immediately before the merger.

H. For the purposes of subsection G of this section:

1. "Participating shares" means shares that entitle their holders to participate without limitation in distributions.

2. "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
A.R.S. § 10-2105 — Arizona Code / Title 10 / Chapter 19 / Article 3 / Section 2105
10-2105 Filing facsimile of society insignia
Status: in_force

10-2105. Filing facsimile of society insignia

Benevolent, fraternal or secret societies or organizations in this state may file in the office of the secretary of state a facsimile of its insignia, distinctive ribbon, membership rosette or button prescribed and adopted by the society or organization for the use of its members. The secretary of state shall keep the facsimile on file and shall receive for such filing two dollars and fifty cents.
A.R.S. § 10-1620 — Arizona Code / Title 10 / Chapter 16 / Article 2 / Section 1620
10-1620 Financial statements for shareholders
Status: in_force

10-1620. Financial statements for shareholders

A. A corporation shall furnish its shareholders annual financial statements that may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, and that include a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis.

B. If the annual financial statements are reported on by a certified public accountant, that report shall accompany them. If not, the statements shall be accompanied by a statement of the president or the person responsible for the corporation's accounting records both:

1. Stating that person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation.

2. Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

C. A corporation shall mail or transmit the annual financial statements to each shareholder within one hundred twenty days after the close of each fiscal year. On written request from a shareholder the corporation shall mail or transmit that shareholder the latest annual financial statements.
A.R.S. § 10-3620 — Arizona Code / Title 10 / Chapter 29 / Article 3 / Section 3620
10-3620 Resignation
Status: in_force

10-3620. Resignation

A. A member may resign at any time, except as set forth in or authorized by the articles of incorporation or bylaws.

B. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.

C. This section does not apply to corporations that are condominium associations or planned community associations.
A.R.S. § 10-2215 — Arizona Code / Title 10 / Chapter 20 / Article 2 / Section 2215
10-2215 Corporation name
Status: in_force

10-2215. Corporation name

A. The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of sections 10-401 and 10-1506, shall:

1. Contain the words "professional corporation", "professional association", "service corporation", "limited" or "chartered" or the abbreviation "P.C.", "P.A.", "S.C.", "Ltd.",  "Chtd.", "PC", "PA", "SC", "LTD" or "CHTD".

2. Not contain language stating or implying that it is incorporated for a purpose other than that authorized by section 10-2211 and its articles of incorporation.

3. Conform with any rule adopted by the licensing authority having jurisdiction over a professional service described in the corporation's articles of incorporation.

B. Sections 10-401 and 10-1506 do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation.
A.R.S. § 10-631 — Arizona Code / Title 10 / Chapter 6 / Article 3 / Section 631
10-631 Corporation's acquisition of its own shares
Status: in_force

10-631. Corporation's acquisition of its own shares

A. A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.

B. If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective on amendment of the articles of incorporation.

C. The board of directors may adopt a statement that is entitled "statement pursuant to section 10-631", that constitutes an amendment to the articles of incorporation, that is effective as provided in section 10-123 and that is effective without shareholder action. The statement must set forth all of the following:

1. The name of the corporation.

2. The reduction in the number of authorized shares, itemized by class and series.

3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
A.R.S. § 10-1331 — Arizona Code / Title 10 / Chapter 13 / Article 3 / Section 1331
10-1331 Court costs and attorney fees
Status: in_force

10-1331. Court costs and attorney fees

A. The court in an appraisal proceeding commenced under section 10-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of any master appointed by the court. The court shall assess the costs against the corporation, except that the court shall assess costs against all or some of the dissenters to the extent the court finds that the fair value does not materially exceed the amount offered by the corporation pursuant to sections 10-1325 and 10-1327 or that the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment under section 10-1328.

B. The court may also assess the fees and expenses of attorneys and experts for the respective parties in amounts the court finds equitable either:

1. Against the corporation and in favor of any or all dissenters if the court finds that the corporation did not substantially comply with the requirements of article 2 of this chapter.

2. Against the dissenter and in favor of the corporation if the court finds that the fair value does not materially exceed the amount offered by the corporation pursuant to sections 10-1325 and 10-1327.

3. Against either the corporation or a dissenter in favor of any other party if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.

C. If the court finds that the services of an attorney for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the corporation, the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who were benefitted.
A.R.S. § 10-2069 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2069
10-2069 Recording of mortgages; effect
Status: in_force

10-2069. Recording of mortgages; effect

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

B. The lien upon personal property of the mortgage, deed of trust or other instrument shall, after recording, continue in existence and of record for the period of time specified therein without refiling or the filing of a renewal certificate, affidavit or other supplemental information required by law relating to renewal, maintenance or extension of liens upon personal property.
A.R.S. § 10-3810 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3810
10-3810 Removal of directors by judicial proceeding
Status: in_force

10-3810. 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 members holding at least twenty-five per cent of the voting power 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 interests of the corporation.

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

C. If members commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff.

D. The articles of incorporation or bylaws of a corporation organized for religious purposes may limit or prohibit the application of this section.
A.R.S. § 10-1303 — Arizona Code / Title 10 / Chapter 13 / Article 1 / Section 1303
10-1303 Dissent by nominees and beneficial owners
Status: in_force

10-1303. Dissent by nominees and beneficial owners

A. A record shareholder may assert dissenters' rights as to fewer than all of the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the record shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the record shareholder dissents and the record shareholder's other shares were registered in the names of different shareholders.

B. A beneficial shareholder may assert dissenters' rights as to shares held on the beneficial shareholder's behalf only if both:

1. The beneficial shareholder submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights.

2. The beneficial shareholder does so with respect to all shares of which the beneficial shareholder is the beneficial shareholder or over which the beneficial shareholder has power to direct the vote.
A.R.S. § 10-11701 — Arizona Code / Title 10 / Chapter 40 / Article 1 / Section 11701
10-11701 Application to existing domestic corporations
Status: in_force

10-11701. Application to existing domestic corporations

A. Except as provided in subsection B, chapters 24 through 40 of this title apply to all Arizona corporations that were incorporated under or that were subject to chapter 22 of this title on December 31, 1998.

B. 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 24 through 40 of this title. Upon such amendment or restatement, all of the provisions of chapters 24 through 40 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 members, subscribers, affiliates, directors, officers and employees.
A.R.S. § 10-3850 — Arizona Code / Title 10 / Chapter 31 / Article 5 / Section 3850
10-3850 Definitions
Status: in_force

10-3850. Definitions

In this article, unless the context otherwise requires:

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

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

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

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

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

6. "Official capacity" means if used with respect to a director, the office of director in a corporation and, if used with respect to an officer as contemplated in section 10-3856, the office in a corporation held by the officer. Official capacity does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.

7. "Outside director" means a director who, when serving as a director, is not or was not a compensated officer, employee or member holding more than ten per cent of the voting power of the corporation or any affiliate of the corporation or an officer, employee or holder of more than ten per cent of the voting power of such a member or any affiliate of that member.

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

9. "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.
A.R.S. § 10-3206 — Arizona Code / Title 10 / Chapter 25 / Article 1 / Section 3206
10-3206 Bylaws
Status: in_force

10-3206. Bylaws

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

B. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
A.R.S. § 10-824 — Arizona Code / Title 10 / Chapter 8 / Article 2 / Section 824
10-824 Quorum and voting
Status: in_force

10-824. Quorum and voting

A. Unless the articles of incorporation or bylaws require a different number, a quorum of board of directors consists of either:

1. A majority of the fixed number of directors if the corporation has a fixed board size.

2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable range size board.

B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of at least one-third of the fixed or prescribed number of directors determined under subsection A.

C. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

D. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless either:

1. The director objects at the beginning of the meeting or promptly on the director's arrival to holding it or transacting business at the meeting.

2. The director's dissent or abstention from the action taken is entered in the minutes of the meeting.

3. The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation before 5:00 p.m. on the next business day after the meeting.

E. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
A.R.S. § 10-2103 — Arizona Code / Title 10 / Chapter 19 / Article 3 / Section 2103
10-2103 Title to property of society
Status: in_force

10-2103. Title to property of society

The property conveyed or acquired by devise, gift, purchase or otherwise to the society, or to any person as trustee for the use thereof, shall vest in the trustees and their successors in office as fully as if originally conveyed to them, and shall be held by them and by their successors in trust for the society.
A.R.S. § 10-2104 — Arizona Code / Title 10 / Chapter 19 / Article 3 / Section 2104
10-2104 Election, removal and meetings of trustees
Status: in_force

10-2104. Election, removal and meetings of trustees

A. The trustees shall be elected annually and they shall severally hold office for one year and until their successors are elected, but the society may classify the trustees so that the term of office of one third of them shall expire each year, and when so classified the term of office of the trustees shall be three years and until their successors are elected. A trustee may be removed in accordance with the rules or by-laws of the society and vacancies may be filled for the remainder of the term.

B. Any two of the trustees may call a meeting thereof, and a majority may transact business.
A.R.S. § 10-1812 — Arizona Code / Title 10 / Chapter 18 / Article 1 / Section 1812
10-1812 Variable relative rights
Status: in_force

10-1812. Variable relative rights

The articles of incorporation may provide for varying relationships among investors as to relative rights in capital units. It is not necessary that each close corporation provide in its articles of incorporation for variable relative rights of capital units as enumerated in this section. Only those variable relative rights of capital units set forth in the articles of incorporation shall apply to the particular close corporation. When no provision is made in the articles of incorporation concerning a particular relative right of capital units, then that particular relative right of capital units shall be proportionate to the dollar amount of the capital units.
A.R.S. § 10-3403 — Arizona Code / Title 10 / Chapter 27 / Article 1 / Section 3403
10-3403 Registered name
Status: in_force

10-3403. Registered name

A. A foreign corporation may register its corporate name, or its corporate name with any change required by section 10-11506, if the name is distinguishable from the corporate names that are not available under section 10-3401, subsection B.

B. A foreign corporation registers its corporate name or its corporate name with any change required by section 10-11506, by delivering to the commission an application both:

1. Setting forth its corporate name or its corporate name with any change required by section 10-11506, the state or country and date of its incorporation and a brief description of the nature of the activities in which it is engaged.

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

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

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

E. A foreign corporation whose registration is effective may qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under chapters 24 through  42 of this title or by another foreign corporation authorized to conduct affairs in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
A.R.S. § 10-203 — Arizona Code / Title 10 / Chapter 2 / Article 1 / Section 203
10-203 Incorporation
Status: in_force

10-203. Incorporation

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

B. The commission's filing of the articles of incorporation and certificate of disclosure is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation pursuant to chapter 14 of this title.

C. Subject to section 10-124, if the commission determines that the requirements of chapters 1 through 17 of this title for filing have not been met, the articles of incorporation and certificate of disclosure shall not be filed and the corporate existence terminates at the time the commission completes the determination. If the corporate existence is terminated pursuant to this subsection, sections 10-1405, 10-1406 and 10-1407 apply.

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

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

2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
A.R.S. § 10-11531 — Arizona Code / Title 10 / Chapter 38 / Article 3 / Section 11531
10-11531 Procedure for and effect of revocation; reinstatement
Status: in_force

10-11531. Procedure for and effect of revocation; reinstatement

A. If the commission determines that one or more grounds exist under section 10-11530 for revocation of a grant of authority, the commission shall serve the foreign corporation with written notice of the determination under section 10-11510.

B. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the commission that each ground for revocation determined by the commission does not exist within sixty days after service of the notice is perfected under section 10-11510, the commission may revoke the foreign corporation's grant of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The commission shall file the original of the certificate and serve a copy on the foreign corporation under section 10-11510.

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

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

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

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

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

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

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

1. Cancel the certificate of revocation.

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

3. File the original of the certificate of reinstatement.

4. Serve a copy on the foreign corporation pursuant to section 10-11510.

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

I. If the corporation has not applied for reinstatement within six months after the effective date of the dissolution, the commission shall release the corporation name pursuant to chapters 24 through 40 of this title or for use by a person intending to register the name as a trade name pursuant to title 44, chapter 10, article 3.1. If another corporation has adopted the name of the foreign corporation or another person has adopted the name of the foreign corporation as a trade name, the foreign corporation shall attach to the application for reinstatement articles of amendment to application for authority and shall adopt a fictitious name for use in this state that satisfies the requirements of sections 10-11504 and 10-11506.
A.R.S. § 10-2258 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2258
10-2258 Board of directors
Status: in_force

10-2258. Board of directors

A. The affairs of a corporation shall be conducted by a board of directors, consisting of fifteen persons, who shall all be at least eighteen years of age and be citizens of the United States. In addition, the executive director of the Arizona development board or its successor, shall act as a nonvoting ex officio member of the board of directors.

B. At the first meeting of the shareholders and members of a corporation and at each annual meeting thereafter, six directors shall be elected by the shareholders and nine directors shall be elected by the members. Each member shall have one vote for each $1,000 of the member's outstanding loans to the corporation and the uncalled balance of the member's loan agreement with the corporation. A member shall be entitled to cast the member's votes for directors on a cumulative basis.

C. The first meeting of the shareholders and members of the corporation shall be held at a time and place to be fixed by the temporary board of directors, which shall be as soon as reasonably possible after the certificate required by section 10-2261 has been filed with the deputy director of financial institutions.
A.R.S. § 10-11636 — Arizona Code / Title 10 / Chapter 39 / Article 3 / Section 11636
10-11636 Civil liability for false or misleading filings; exceptions
Status: in_force

10-11636. Civil liability for false or misleading filings; exceptions

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

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

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

D. This section does not prevent the award of equitable remedies, if appropriate.
A.R.S. § 10-11021 — Arizona Code / Title 10 / Chapter 33 / Article 2 / Section 11021
10-11021 Amendment by board of directors or members
Status: in_force

10-11021. Amendment by board of directors or members

If the articles of incorporation or the bylaws require that an amendment to or repeal of the corporation's bylaws be submitted to the members, the procedures set forth in section 10-11003 shall apply.
A.R.S. § 10-1871 — Arizona Code / Title 10 / Chapter 18 / Article 4 / Section 1871
10-1871 Definitions
Status: in_force

10-1871. Definitions

In this article, unless the context otherwise requires:

1. "Business trust" means an unincorporated association or trust of the type which at common law was known as a "business trust" or "Massachusetts trust", created by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as are or may become the holders of transferable certificates evidencing beneficial interests in the trust estate.
A.R.S. § 10-1433 — Arizona Code / Title 10 / Chapter 14 / Article 3 / Section 1433
10-1433 Decree of dissolution
Status: in_force

10-1433. Decree of dissolution

A. If after a hearing the court determines that one or more of the grounds for judicial dissolution described in section 10-1430 exist, it may enter a decree that dissolves the corporation and that specifies the effective date. The clerk of the court shall deliver a certified copy of a dissolution decree to the commission which shall file it.

B. After entering a decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 10-1405 and the notification of claimants in accordance with sections 10-1406 and 10-1407.
A.R.S. § 10-844 — Arizona Code / Title 10 / Chapter 8 / Article 4 / Section 844
10-844 Contract rights of officers
Status: in_force

10-844. Contract rights of officers

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

B. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
A.R.S. § 10-3302 — Arizona Code / Title 10 / Chapter 26 / Article 1 / Section 3302
10-3302 General powers
Status: in_force

10-3302. General powers

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including power to:

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

2. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it.

3. Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.

4. Purchase, receive, lease or otherwise acquire and own, hold, improve, use and otherwise deal with real or personal property or any interest in property wherever located.

5. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property.

6. Purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of and deal with shares or other interests in or obligations of any entity.

7. Make contracts and guarantees, incur liabilities, borrow monies, issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage, deed of trust, security agreement, pledge or other encumbrance of any of its property, franchises or income.

8. Issue any bond, debenture or debt security of the corporation by causing one or more officers designated in the bylaws or by the board of directors to sign the bond, debenture or debt security either manually or in facsimile and, if deemed necessary or appropriate by the officers, by causing its authentication, countersignature or registration, either manually or in facsimile, by a trustee, transfer agent or registrar other than the corporation itself or an employee of the corporation. If an officer who has signed, either manually or in facsimile, a bond, debenture or debt security as provided in this paragraph ceases for any reason to be an officer before the security is issued, the corporation may issue the security with the same effect as if the officer were still in office at the date of issue.

9. Lend monies, invest and reinvest its monies and receive and hold real and personal property as security for repayment, except as limited by section 10-3833.

10. Be a promoter, incorporator, partner, member, associate or manager of any entity.

11. Conduct its activities, locate offices and exercise the powers granted by chapters 24 through 40 of this title within or without this state.

12. Elect or appoint directors, officers, employees and agents of the corporation, define their duties, fix their compensation and lend them monies and credit.

13. Pay pensions and establish pension plans, pension trusts and other benefit or incentive plans for any of its or its affiliates' current or former directors, officers, employees and agents.

14. Eliminate or limit the liability of its directors in the manner and to the extent provided by section 10-3202 and chapter 31, article 5 of this title.

15. Make payments or donations not inconsistent with law for the public welfare or for charitable, religious, scientific or educational purposes and for other purposes that further the corporate interest.

16. Impose dues, assessments, admission and transfer fees on its members.

17. Establish conditions for admission of members, admit members and issue memberships.

18. Carry on a business.

19. Transact any lawful activity that will aid governmental policy.

20. Do any other act not inconsistent with law that furthers the activities and affairs of the corporation.
A.R.S. § 10-2225 — Arizona Code / Title 10 / Chapter 20 / Article 3 / Section 2225
10-2225 Court action to appraise shares
Status: in_force

10-2225. Court action to appraise shares

A. If a disqualified shareholder does not accept the professional corporation's offer under section 10-2224, subsection B within the thirty day period or if the professional corporation does not make an offer pursuant to section 10-2224, subsection A within the applicable time period, the shareholder during the following thirty day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty days following the effective date of its offer notice. If it does not do so within the sixty day period or thirty days after the shareholder demand, whichever is earlier, the shareholder may commence a proceeding against the corporation to determine the fair value of its shares.

B. The corporation or disqualified shareholder shall commence the proceeding in the superior court in the county in which the corporation's principal office is located or, if the corporation's principal office is not located in this state, the county in which the corporation's known place of business is located. The corporation shall make the disqualified shareholder a party to the proceeding as in an action against the disqualified party's shares. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.

C. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.

D. The disqualified shareholder is entitled to judgment for the fair value of the disqualified shareholder's shares determined by the court as of the date of death, dissolution, disqualification or transfer together with interest from that date at a rate found by the court to be fair and equitable.

E. The court may order the judgment to be paid in installments determined by the court.
A.R.S. § 10-2073 — Arizona Code / Title 10 / Chapter 19 / Article 2 / Section 2073
10-2073 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-2073. Merger, interest exchange, conversion, domestication or division; definitions

A. A domestic electric cooperative nonprofit membership corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapter 34 of this title and title 29, chapter 6.  A plan must be approved by two-thirds of the members.

B. If a domestic electric cooperative nonprofit membership corporation is to be created in a merger, a conversion, a domestication or a division, both of the following apply:

1. The initial members of the corporation must consist of five or more natural persons or two or more cooperatives in accordance with section 10-2053.

2. The name of the corporation must comply with section 10-2054.

C. For the purposes of this section:

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

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

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

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

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

6. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.
A.R.S. § 10-1104 — Arizona Code / Title 10 / Chapter 11 / Article 1 / Section 1104
10-1104 Merger or other transaction involving subsidiary
Status: in_force

10-1104. Merger or other transaction involving subsidiary

A. A parent entity owning at least ninety per cent of the outstanding shares of each class of a subsidiary domestic corporation may merge the subsidiary into itself, cause the conversion, domestication or division of the subsidiary or cause the shares of the subsidiary to be acquired in an interest exchange without approval of the interest holders of the parent or the shareholders of the subsidiary.

B. The governors of the parent shall adopt a plan that complies with title 29, chapter 6.

C. The parent shall mail a copy or summary of the plan to each shareholder, other than the parent, of the subsidiary who does not waive the mailing requirement in writing.

D. The parent may not deliver a statement of merger or other transaction to the commission for filing until at least thirty days after the date it mailed a copy of the plan to each shareholder of the subsidiary who did not waive the mailing requirement.

E. A statement of merger or other transaction in connection with a transaction that is governed by this section shall not contain amendments to the public organizational document of the parent entity.
A.R.S. § 10-628 — Arizona Code / Title 10 / Chapter 6 / Article 2 / Section 628
10-628 Expense of issue
Status: in_force

10-628. Expense of issue

A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.
A.R.S. § 10-1008 — Arizona Code / Title 10 / Chapter 10 / Article 1 / Section 1008
10-1008 Amendment pursuant to reorganization
Status: in_force

10-1008. Amendment pursuant to reorganization

A. A corporation's articles of incorporation may be amended pursuant to this section without action by the board of directors or shareholders to carry out a plan of reorganization confirmed by an order or decree of a court of competent jurisdiction under a federal statute or a statute of this state if the articles of incorporation after amendment contain only provisions required or permitted by section 10-202.

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

1. The name of the corporation.

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

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

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

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

C. Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.

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

E. 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. § 10-3825 — Arizona Code / Title 10 / Chapter 31 / Article 2 / Section 3825
10-3825 Committees of the board
Status: in_force

10-3825. Committees of the board

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

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

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

2. The number of directors required by the articles of incorporation or bylaws to take action under section 10-3824.

C. Sections 10-3820 through 10-3824 governing meetings, action without meetings and notice, waiver of notice, quorum and voting requirements of the board of directors also apply to committees and their members.

D. Subject to the limitations set forth in subsection E of this section, each committee of the board may exercise the authority of the board of directors under section 10-3801 to the extent specified by the board of directors or in the articles of incorporation or bylaws.

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

1. Authorize distributions.

2. Approve or recommend to members any action that requires the members' approval under this chapter.

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

4. Adopt, amend or repeal bylaws.

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

F. The creation of, delegation of authority to or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 10-3830.

G. The board of directors may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee.
A.R.S. § 10-3101 — Arizona Code / Title 10 / Chapter 24 / Article 1 / Section 3101
10-3101 Short title
Status: in_force

10-3101. Short title

Chapters 24 through 40 shall be known and may be cited as the Arizona nonprofit corporation act.
A.R.S. § 10-3501 — Arizona Code / Title 10 / Chapter 28 / Article 1 / Section 3501
10-3501 Known place of business and statutory agent
Status: in_force

10-3501. Known place of business and statutory agent

Each corporation shall continuously maintain in this state both:

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

2. A statutory agent who may be either:

(a) An individual who resides in this state.

(b) A domestic business or nonprofit corporation formed under this title.

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

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

(e) A limited liability company authorized to transact business in this state.
A.R.S. § 10-3621 — Arizona Code / Title 10 / Chapter 29 / Article 3 / Section 3621
10-3621 Termination, expulsion and suspension
Status: in_force

10-3621. Termination, expulsion and suspension

A. No member of a corporation may be expelled or suspended, and no membership or memberships in such a corporation may be terminated or suspended, except pursuant to a procedure that is set forth in the articles of incorporation, bylaws or an agreement between the member and the corporation or a procedure that is otherwise appropriate.

B. For purposes of subsection A, a procedure is otherwise appropriate if either:

1. The following are provided:

(a) A written notice at least fifteen days before the expulsion, suspension or termination and the reasons therefor.

(b) An opportunity for the member to be heard, orally or in writing, at least five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension should not take place.

2. It is fair and reasonable taking into consideration all of the relevant facts and circumstances.

C. Any written notice that is mailed shall be sent to the last address of the member shown on the corporation's records.

D. Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, shall begin within six months after the effective date of the expulsion, suspension or termination.

E. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.

F. This section does not apply to corporations organized primarily for religious purposes.
A.R.S. § 10-11901 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11901
10-11901 Purposes for which corporation sole may be formed
Status: in_force

10-11901. Purposes for which corporation sole may be formed

Corporations may be formed to acquire, hold and dispose of church or religious society property for the benefit of religion, for works of charity and for public worship, and of property of scientific research institutions maintained solely for pure research and without expectation of pecuniary gain or profit, in the manner provided in this article.
A.R.S. § 10-130 — Arizona Code / Title 10 / Chapter 1 / Article 3 / Section 130
10-130 Powers; duties; database
Status: in_force

10-130. Powers; duties; database

A. The commission has the power and authority reasonably necessary to enable it to administer this title efficiently and to perform the duties imposed on it by this title, including the power and authority to make rules for those purposes.

B. The commission shall establish and maintain a database for documents filed pursuant to sections 10-203, 10-1006, 10-1007, 10-1008, 10-1105, 10-1403, 10-1503, 10-1520, 10-2077, 10-2143, 10-3203, 10-11006, 10-11007, 10-11008, 10-11105, 10-11403, 10-11503, 10-11520, 29-633, 29-635, 29-754, 29-3201, 29-3202 and 29-4005. The database shall only include documents that are filed for a corporation with a known place of business that is located in a county with a population of more than eight hundred thousand persons and for a limited liability company whose statutory agent's street address is located in a county with a population of more than eight hundred thousand persons.  The commission shall post the database on its website to allow the public to search for business information, including an entity's name, approval date and county of the known place of business.  The information must be maintained in the database for at least ninety days. The commission may not charge a fee to any entity for information entered into the database pursuant to this subsection.
A.R.S. § 10-2007 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2007
10-2007 By-laws concerning property rights of members; amendment
Status: repealed

10-2007. By-laws concerning property rights of members; amendment

The property rights and interest of each member, whether equal or unequal, shall be set forth in the by-laws of the association as general rules applicable to all members by which the property rights and interest of each member shall be determined and fixed. The association may admit new members, who, when admitted, shall share in the property of the association with the old members in accordance with such general rules. By-laws defining the property rights of members shall not be altered, amended or repealed except by written consent or the vote of three fourths of the members qualified to vote under the by-laws of the association.
A.R.S. § 10-11909 — Arizona Code / Title 10 / Chapter 42 / Article 1 / Section 11909
10-11909 Merger, interest exchange, conversion, domestication or division; definitions
Status: in_force

10-11909. Merger, interest exchange, conversion, domestication or division; definitions

A. A domestic corporation sole 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 corporation sole is to be created in a merger, a conversion, a domestication or a division:

1. The only member and director of the corporation must be the person comprising the corporation sole in accordance with sections 10-11901 and 10-11908.

2. The articles of incorporation must be recorded as provided by section 10-11902.

C. For the purposes of this section, references in chapter 34 of this title to "directors" or "members" are deemed references to the person who is a corporation sole and references to a "corporation" are deemed references to a corporation sole.

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. § 10-3809 — Arizona Code / Title 10 / Chapter 31 / Article 1 / Section 3809
10-3809 Removal of designated or appointed directors
Status: in_force

10-3809. Removal of designated or appointed directors

A. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation.

B. Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person appointing the director. The person removing the director shall give written notice of the removal to the director and either the board of directors, its presiding officer or the corporation. A removal is effective when the notice is delivered unless the notice specifies a later effective date or event.
A.R.S. § 10-402 — Arizona Code / Title 10 / Chapter 4 / Article 1 / Section 402
10-402 Reserved name
Status: reserved

10-402. Reserved name

A. A person may reserve the exclusive use of a corporate name, including a fictitious name to be adopted by a foreign corporation under section 10-1506, by delivering an application to the commission for filing. The application shall be executed by the applicant or an authorized agent of the applicant and shall set forth the name and address of the applicant and the name proposed to be reserved. If the commission finds that the corporate name applied for is available, it shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty day period.

B. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the commission a notice of the transfer that shall be executed by the applicant or an authorized agent of the applicant and that states the name and address of the transferee. The transfer shall not extend the period for which the name is reserved.
A.R.S. § 10-11803 — Arizona Code / Title 10 / Chapter 41 / Article 1 / Section 11803
10-11803 Appropriation for expenditure or accumulation of endowment fund; construction
Status: in_force

10-11803. Appropriation for expenditure or accumulation of endowment fund; construction

A. Subject to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution.  In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors:

1. The duration and preservation of the endowment fund.

2. The purposes of the institution and the endowment fund.

3. General economic conditions.

4. The possible effect of inflation or deflation.

5. The expected total return from income and the appreciation of investments.

6. Other resources of the institution.

7. The investment policy of the institution.

B. To limit the authority to appropriate for expenditure or accumulate under subsection A, a gift instrument must specifically state the limitation.

C. Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only income, interest, dividends or rents, issues, or profits, or to preserve the principal intact, or words of similar import:

1. Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund.

2. Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection A.
A.R.S. § 10-2014 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2014
10-2014 General and special meetings of association; notice
Status: in_force

10-2014. General and special meetings of association; notice

The by-laws shall provide for one or more regular meetings annually. The board of directors may call a special meeting at any time, or ten per cent of the members may file a request for a special meeting, stating the specific business to be brought before the association, and the meeting shall thereupon be called by the directors. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least ten days prior to the meeting, but the by-laws may require that such notice be given by publication in a newspaper.
A.R.S. § 10-851 — Arizona Code / Title 10 / Chapter 8 / Article 5 / Section 851
10-851 Authority to indemnify
Status: in_force

10-851. Authority to indemnify

A. Except as provided in subsection D of this section and in section 10-854, a corporation may indemnify an individual made a party to a proceeding because either:

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

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

(b) The individual reasonably believed:

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

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

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

2. The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section 10-202, subsection B, paragraph 2.

B. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection A, paragraph 2, subdivision (a) of this section.

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

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

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

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

E. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
A.R.S. § 10-2025 — Arizona Code / Title 10 / Chapter 19 / Article 1 / Section 2025
10-2025 Security law; applicability
Status: in_force

10-2025. Security law; applicability

Title 44, chapter 12 applies only to a cooperative association that is formed under this article if either:

1. The cooperative association is formed with capital stock.

2. The cooperative association exercises its powers pursuant to section 10-2005, paragraph 10.
A.R.S. § 10-1502 — Arizona Code / Title 10 / Chapter 15 / Article 1 / Section 1502
10-1502 Consequences of transacting business without authority; penalty
Status: in_force

10-1502. Consequences of transacting business without authority; penalty

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

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

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

D. A foreign corporation that transacts business in this state without authority is liable to this state, for the years or portions of years during which it transacted business in this state without authority, in an amount equal to all fees that would have been imposed by chapters 1 through 17 of this title on the corporation if it had duly applied for and received authority to transact business in this state as required by chapters 1 through 17 of this title and thereafter filed all reports required by chapters 1 through 17 of this title. In addition to all penalties imposed by chapters 1 through 17 of this title for failure to pay the fees, the corporation shall pay a penalty of up to one thousand dollars to this state for violating this section. The attorney general may bring proceedings to recover all amounts due this state under this section.

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

F. The attorney general or any other person may bring and maintain an action to enjoin any foreign corporation from transacting business in this state without authority. On a foreign corporation obtaining authority, the action shall be dismissed, but the plaintiff shall recover its costs and reasonable attorney fees. A determination by a court of competent jurisdiction in this state that a party to the action is a foreign corporation that was required but failed to qualify as a foreign corporation under chapters 1 through 17 of this title is prima facie evidence against the foreign corporation in any other action brought by or against it by any other person of the requirement to and failure to qualify.
A.R.S. § 10-2257 — Arizona Code / Title 10 / Chapter 21 / Article 1 / Section 2257
10-2257 Temporary board of directors
Status: in_force

10-2257. Temporary board of directors

Until the election of a board of directors under section 10-2258, all of the affairs of the corporation shall be conducted by a temporary board of directors. The temporary board shall consist of fifteen members who shall all be at least eighteen years of age and citizens of the United States and who shall be designated by incorporators of the corporation in the articles of incorporation. Upon the election and qualification of a board of directors under section 10-2258, the temporary board of directors shall be deemed dissolved.
A.R.S. § 10-3707 — Arizona Code / Title 10 / Chapter 30 / Article 1 / Section 3707
10-3707 Record date; determining members entitled to notice and vote
Status: in_force

10-3707. Record date; determining members entitled to notice and vote

A. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing that record date, the board may fix a future date as that record date. If that record date is not fixed, members at the close of business on the business day before the day on which notice is given, or if notice is waived, at the close of business on the business day before the day on which the meeting is held, are entitled to notice of the meeting.

B. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing that record date, the board may fix a future date as that record date. If that record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

C. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing that record date, the board may fix in advance that record date. If that record date is not fixed, members at the close of business on the day on which the board adopts the resolution relating to that record date, or the sixtieth day before the date of other action, whichever is later, are entitled to exercise those rights.

D. The record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of members.

E. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting, unless the board fixed a new date for determining the right to notice or the right to vote. The board shall fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date that is more than seventy days after the record date for determining members entitled to notice of the original meeting.

F. If a court orders a meeting adjourned to another date, the original record date for notice of voting continues in effect.
A.R.S. § 10-3141 — Arizona Code / Title 10 / Chapter 24 / Article 4 / Section 3141
10-3141 Notice
Status: in_force

10-3141. Notice

A. Notice under chapters 24 through 40 of this title must be in writing unless oral notice is reasonable under the circumstances. Oral notice is not permitted if written notice is required under chapters 24 through 40 of this title.

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

C. Written notice by a domestic or foreign corporation to its members or directors, if in comprehensible form, is effective when mailed, if correctly addressed to the member's or director's address shown on the corporation's current list of members or directors. Notice given by electronic transmission, if in comprehensible form, is effective when directed to an e-mail address shown on the corporation's current list of members or directors.

D. A written notice or report by a domestic or foreign corporation to its members delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.

E. Written notice to a domestic or foreign corporation that is authorized to transact business in this state, other than in its capacity as a member, may be addressed to its statutory agent at its known place of business or to the corporation or its secretary at its principal office shown in its most recent annual report on file with the commission, or in the case of a foreign corporation that has not yet delivered an annual report in its application for a certificate of authority. Unless otherwise prohibited in chapters 24 through 40 of this title, written notice may also be given by electronic transmission when directed to an e-mail address that the corporation or its statutory agent provides.

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

1. When received.

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

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

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

H. If chapters 24 through 40 of this title prescribe notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements that are not inconsistent with this section or other provisions of chapters 24 through 40 of this title those requirements govern.
A.R.S. § 10-2245 — Arizona Code / Title 10 / Chapter 20 / Article 6 / Section 2245
10-2245 Application for authority to transact business
Status: in_force

10-2245. Application for authority to transact business

The application of a foreign professional corporation for authority to transact business in this state shall contain the information prescribed in section 10-1503 and shall include a statement that at least one-half of its shareholders who are entitled to vote for the election of directors, at least one-half of its directors and its president, if any, are licensed in one or more states to render a professional service described in its articles of incorporation and be accompanied by a statement from the licensing authority indicating that at least one of its shareholders or employees is licensed in this state to render that professional service.
A.R.S. § 10-840 — Arizona Code / Title 10 / Chapter 8 / Article 4 / Section 840
10-840 Required officers
Status: in_force

10-840. Required officers

A. A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the 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 shareholders' 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. § 10-3127 — Arizona Code / Title 10 / Chapter 24 / Article 2 / Section 3127
10-3127 Evidentiary effect of copy of filed document
Status: in_force

10-3127. Evidentiary effect of copy of filed document

A stamp affixed to a copy of a document filed by the commission, bearing the signature of the executive director of the commission, which may be in facsimile, and the seal of the commission, is conclusive evidence that the original document is on file with the commission.
A.R.S. § 10-3704 — Arizona Code / Title 10 / Chapter 30 / Article 1 / Section 3704
10-3704 Action by written consent; definition
Status: in_force

10-3704. Action by written consent; definition

A. The members may approve any action that is required or permitted by chapters 24 through 40 of this title and that requires the members' approval without a meeting of members if the action is approved by members holding at least a majority of the voting power, unless the articles of incorporation, bylaws or chapters 24 through 40 of this title require a different amount of voting power. The action shall be evidenced by one or more written consents describing the action taken, signed by those members representing at least the requisite amount of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

B. If not otherwise fixed under section 10-3703 or 10-3707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection A of this section.

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

D. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent.

E. Unless otherwise specified in the consent or consents, the action is effective on the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power, except that if chapters 24 through 40 of this title require notice of proposed actions to members who are not entitled to vote in the action and the action is to be taken by unanimous consent of the members entitled to vote, the effective date is not before ten days after the corporation gives its members not entitled to vote written notice of the proposed action. The notice shall contain or be accompanied by the same material that under chapters 24 through 40 of this title would have been sent to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.

F. Any member may revoke the member's consent by delivering a signed revocation of the consent to the president or secretary before the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power.

G. For the purposes of this section, "signature" includes an electronic signature as defined in section 44-7002.