reglab/housing_qa huggingface dataset:
AZ Rev Stat § 10-746 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-746 - Payment of expenses

10-746.  Payment of expenses On termination of the derivative proceeding the court may either: 1. Order the corporation to pay the plaintiff's reasonable expenses,  including attorney fees,  incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. 2. Order the plaintiff to pay any defendant's reasonable expenses,  including attorney fees,  incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose. 3. Order a party to pay an opposing party's reasonable expenses,  including attorney fees,  incurred because of the filing of any pleading,  motion or other paper,  if it finds that the pleading,  motion or other paper was not well grounded in fact,  after reasonable inquiry,  or warranted by existing law or a good faith argument for the extension,  modification or reversal of existing law and was interposed for an improper purpose,  such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.
AZ Rev Stat § 10-747 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-747 - Applicability to foreign corporations

10-747.  Applicability to foreign corporations In any derivative proceeding in the right of a foreign corporation,  the matters covered by this article are governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 10-743,  10-745 and 10-746.
AZ Rev Stat § 10-801 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-801 - Board of directors

10-801.  Board of directors A. Notwithstanding section 10-732,  each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority of and the business and affairs of the corporation shall be managed under the direction of its board of directors,  subject to any limitation set forth in the articles of incorporation or in an agreement authorized under section 10-732.
AZ Rev Stat § 10-802 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-802 - Qualification of directors

10-802.  Qualification of directors The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
AZ Rev Stat § 10-803 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-803 - Number and election of directors

10-803.  Number and election of directors A. A board of directors shall consist of one or more individuals,  with the number specified in or fixed in accordance with the articles of incorporation or bylaws. B. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established,  the number of directors may be fixed or changed from time to time,  within the minimum and maximum,  by the shareholders or the board of directors. C. Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 10-806.
AZ Rev Stat § 10-804 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-804 - Election of directors by certain classes or series of shareholders

10-804.  Election of directors by certain classes or series of shareholders A. If the articles of incorporation authorize dividing the shares into classes or series,  the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. B. One or more classes or one or more series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
AZ Rev Stat § 10-805 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-805 - Terms of directors generally

10-805.  Terms of directors generally A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. B. The terms of all other directors expire at the annual shareholders' meeting following their election except in the case of directors whose terms are staggered under section 10-806. C. A decrease in the number of directors does not shorten the term of any incumbent director. D. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. E. Despite the expiration of a director's term,  a director shall continue to hold office until the director's successor is elected and qualifies,  until the director's resignation or removal or until there is a decrease in the number of directors.
AZ Rev Stat § 10-806 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-806 - Staggered terms for directors

10-806.  Staggered terms for directors The articles of incorporation may provide for staggering the directors' terms of office by dividing the total number of directors into two,  three or,  to the extent not inconsistent with cumulative voting rights,  more groups,  with each group having at least three directors and each group containing as equal a number of directors as is possible. The term of office of the directors in the first group expires at the first annual shareholders' meeting following their election,  the term of office of the directors in the second group expires at the second annual shareholders' meeting following their election,  and the term of office of the directors in the third or other additional group,  if any,  expires at the third or other appropriate subsequent annual shareholders' meeting following their election. At each annual shareholders' meeting held after the division of the directors into groups,  directors shall be elected to hold office until the second succeeding annual meeting,  if there are two groups,  until the third succeeding annual meeting,  if there are three groups,  or until the appropriate succeeding annual meeting,  if there are more than three groups.
AZ Rev Stat § 10-807 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-807 - Resignation of directors

10-807.  Resignation of directors A. A director may resign at any time by delivering written notice to the board of directors,  its chairman or the corporation. B. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.
AZ Rev Stat § 10-808 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-808 - Removal of directors by shareholders

10-808.  Removal of directors by shareholders A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. B. If a director is elected by a voting group of shareholders,  only the shareholders of that voting group may participate in the vote to remove the director. C. If less than the entire board is to be removed,  a director shall not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. D. A director may be removed by the shareholders only at a meeting,  and the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.
AZ Rev Stat § 10-809 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-809 - Removal of directors by judicial proceeding

10-809.  Removal of directors by judicial proceeding A. The court in the county where a corporation's known place of business or,  if none in this state,  its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten per cent of the outstanding shares of any class if the court finds that both: 1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation. 2. Removal is in the best interest of the corporation. B. The court that removes a director may bar the director from reelection for a period prescribed by the court,  but in no event may the period exceed five years. C. If shareholders commence a proceeding under subsection A,  they shall make the corporation a party defendant,  unless the corporation elects to become a party plaintiff.
AZ Rev Stat § 10-810 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-810 - Vacancy on board

10-810.  Vacancy on board A. Unless the articles of incorporation provide otherwise,  if a vacancy occurs on a board of directors,  including a vacancy resulting from an increase in the number of directors,  either: 1. The shareholders may fill the vacancy. 2. The board of directors may fill the vacancy. 3. If the directors remaining in office constitute fewer than a quorum of the board,  they may fill the vacancy by the affirmative vote of a majority of all of the directors remaining in office. B. If the vacant office was held by a director elected by a voting group of shareholders,  only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. C. A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 10-807,  subsection B or otherwise may be filled before the vacancy occurs,  but the new director may not take office until the vacancy occurs. D. If at any time by reason of death or resignation or other cause a corporation has no directors in office,  any officer or any shareholder may call a special meeting of shareholders.
AZ Rev Stat § 10-811 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-811 - Compensation of directors

10-811.  Compensation of directors Unless the articles of incorporation or bylaws provide otherwise,  the board of directors may fix the compensation of directors.
AZ Rev Stat § 10-820 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-820 - Meetings

10-820.  Meetings A. The board of directors may hold regular or special meetings in or out of this state. B. Unless the articles of incorporation or bylaws provide otherwise,  the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
AZ Rev Stat § 10-821 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-821 - Action by directors without meeting

10-821.  Action by directors without meeting A. Unless the articles of incorporation or bylaws provide otherwise,  action required or permitted by chapters 1 through 17 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more consents describing the action taken,  which,  in the aggregate,  must be signed by each director. The consents and signatures may be in writing or by electronic transmission,  and the writing or writings or electronic transmission or electronic transmissions must be included in the minutes or filed with the corporate records. The filing must be in a paper format if the minutes are maintained in a paper format and must be in an electronic format if the minutes are maintained in an electronic format. B. Action taken under this section is effective when the last director signs the consent,  unless the consent specifies a different effective date. C. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent or consents.
AZ Rev Stat § 10-822 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-822 - Notice of meetings

10-822.  Notice of meetings A. Unless the articles of incorporation or bylaws provide otherwise,  regular meetings of the board of directors may be held without notice of the date,  time,  place or purpose of the meeting. B. Unless the articles of incorporation or bylaws provide otherwise,  special meetings of the board of directors shall be preceded by at least two days' notice of the date,  time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
AZ Rev Stat § 10-823 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-823 - Waiver of notice

10-823.  Waiver of notice A. A director may waive any notice required by chapters 1 through 17 of this title,  the articles of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by subsection B,  the waiver shall be in writing,  signed by the director entitled to the notice and filed with the minutes or corporate records. B. A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting or promptly on his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
AZ Rev Stat § 10-824 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-824 - Quorum and voting

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.
AZ Rev Stat § 10-825 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-825 - Committees

10-825.  Committees A. Unless the articles of incorporation or bylaws provide otherwise,  the board of directors may create one or more committees and may appoint members of the board of directors to serve on them. Each committee shall have one or more members,  and each member of a committee shall serve at the pleasure of the board of directors. B. The creation of a committee and appointment of members to it shall be approved by the greater of: 1. A majority of all of the directors in office when the action is taken. 2. The number of directors required by the articles of incorporation or bylaws to take action under section 10-824. C. Sections 10-820 through 10-824 governing meetings,  action without meetings and notice,  waiver of notice,  quorum and voting requirements of the board of directors also apply to committees and their members. D. Subject to the limitations set forth in subsection E of this section,  each committee may exercise the authority of the board of directors under section 10-801 to the extent specified by the board of directors or in the articles of incorporation or bylaws. E. A committee shall not take any of the following actions: 1. Authorize distributions. 2. Approve or submit to shareholders any action that requires the shareholders' approval under this chapter. 3. Fill vacancies on the board of directors or on any of its committees. 4. Amend articles of incorporation pursuant to section 10-1002. 5. Adopt,  amend or repeal bylaws. 6. Approve a plan of merger not requiring shareholder approval. 7. Authorize or approve reacquisition of shares,  except according to a formula or method prescribed by the board of directors. 8. Authorize or approve the issuance,  sale or contract for sale of shares or determine the designation and relative rights,  preferences and limitations of a class or series of shares,  except that the board of directors may authorize a committee or an executive officer of the corporation to do so within limits specifically prescribed by the board of directors. 9. Fix the compensation of directors for serving on the board or any committee of the board of directors. F. The creation of,  delegation of authority to or action by a committee does not alone constitute compliance by a director with the standards of conduct prescribed in section 10-830. G. The board may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee.
AZ Rev Stat § 10-3820 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3820 - Regular and special meetings

10-3820.  Regular and special meetings A. If the time and place of a directors' meeting is fixed by the bylaws or the board of directors,  the meeting is a regular meeting. All other meetings are special meetings. B. A board of directors may hold regular or special meetings in or out of this state. C. Unless the articles of incorporation or bylaws provide otherwise,  the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
AZ Rev Stat § 10-3821 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3821 - Action without meeting

10-3821.  Action without meeting A. Unless the articles of incorporation or bylaws provide otherwise,  action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more written consents describing the action taken,  signed by each director and included in the minutes filed with the corporate records reflecting the action taken. B. Action taken under this section is effective when the last director signs the consent,  unless the consent specifies a different effective date. C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document. D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent. E. For the purposes of this section,  a consent may be signed using an electronic signature as defined in section 44-7002.
AZ Rev Stat § 10-3822 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3822 - Call and notice of meetings

10-3822.  Call and notice of meetings A. Unless the articles of incorporation,  bylaws or subsection C of this section provide otherwise,  regular meetings of the board of directors may be held without notice of the date,  time,  place or purpose of the meeting. B. Unless the articles of incorporation,  bylaws or subsection C of this section provide otherwise,  special meetings of the board of directors shall be preceded by at least two days' notice of the date,  time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. C. In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least two days' written notice that the matter will be voted on at a directors' meeting or unless notice is waived pursuant to section 10-3823. D. Unless the articles of incorporation or bylaws provide otherwise,  the presiding officer of the board of directors,  the president or twenty per cent of the directors then in office may call and give notice of a meeting of the board.
AZ Rev Stat § 10-3823 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3823 - Waiver of notice

10-3823.  Waiver of notice A. A director may waive any notice required by chapters 24 through 40 of this title,  the articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided in subsection B of this section,  the waiver shall be in writing and signed by the director entitled to the notice,  or by electronic transmission,  and filed with the minutes or corporate records. B. A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly on the director's arrival at the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. C. For the purposes of this section,  a waiver may be signed using an electronic signature as defined in section 44-7002.