reglab/housing_qa huggingface dataset:
AZ Rev Stat § 10-3858 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3858 - Application of article

10-3858.  Application of article A. A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation,  bylaws,  a resolution of its members or board of directors or a contract or otherwise is valid only if and to the extent the provision is consistent with this article. If the articles of incorporation limit indemnification or advances for expenses,  indemnification and advances for expenses are valid only to the extent consistent with the articles of incorporation. B. This article does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. C. This article does not limit a corporation's power to indemnify,  advance expenses or maintain insurance on behalf of an employee or agent.
AZ Rev Stat § 10-861 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-861 - Judicial action

10-861.  Judicial action A. A transaction that is effected or proposed to be effected by a corporation,  or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest,  and that is not a director's conflicting interest transaction shall not be enjoined,  be set aside or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the corporation,  because a director of the corporation,  or any person with whom or with which the director has a personal,  economic or other association,  has an interest in the transaction. B. A director's conflicting interest transaction shall not be enjoined,  be set aside or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the corporation,  because the director,  or any person with whom or with which the director has a personal,  economic or other association,  has an interest in the transaction,  if either: 1. Directors' action respecting the transaction was taken at any time in compliance with section 10-862. 2. Shareholders' action respecting the transaction was taken at any time in compliance with section 10-863. 3. The transaction,  judged according to the circumstances at the time of commitment,  is established to have been fair to the corporation. C. Any person seeking to have a director's conflicting interest transaction enjoined,  set aside or give rise to an award of damages or other sanctions shall first prove by clear and convincing evidence that subsection B of this section is not applicable.
AZ Rev Stat § 10-862 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-862 - Directors' action; definition

10-862.  Directors' action;  definition A. Directors' action respecting a transaction is effective for purposes of section 10-861,  subsection B,  paragraph 1 if the transaction received the affirmative vote of a majority,  but at least two,  of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them,  to the extent the information was not known by them,  or compliance with subsection B of this section. Action by a committee is effective under this section only if both: 1. All of its members are qualified directors. 2. Members are either all of the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board. B. If a director has a conflicting interest respecting a transaction but neither the director nor a related person of the director specified in section 10-860,  paragraph 3,  subdivision (a) is a party to the transaction and if the director has a duty under law or professional canon or a duty of confidentiality to another person,  respecting information relating to the transaction such that the director may not make the disclosure described in section 10-860,  paragraph 4,  subdivision (b),  disclosure is sufficient for purposes of subsection A of this section if the director both: 1. Discloses to the directors voting on the transaction the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction. 2. Plays no part,  directly or indirectly,  in their deliberations or vote. C. A majority,  but at least two,  of all of the qualified directors on the board of directors or on the committee is a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director. D. For purposes of this section,  " qualified director"  means,  with respect to a director's conflicting transaction,  any director who does not have either: 1. A conflicting interest respecting the transaction. 2. A familial,  financial,  professional or employment relationship with a second director who does have a conflicting interest respecting the transaction,  which relationship would,  in the circumstances,  reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.
AZ Rev Stat § 10-863 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-863 - Shareholders' action; definition

10-863.  Shareholders' action;  definition A. Shareholders' action respecting a transaction is effective for purposes of section 10-861,  subsection B,  paragraph 2 if a majority of the votes entitled to be cast by the holders of all qualified shares was cast in favor of the transaction after all of the following: 1. Notice to shareholders describing the director's conflicting interest transaction. 2. Provision of the information referred to in subsection C of this section. 3. Required disclosure to the shareholders who voted on the transaction,  to the extent the information was not known by them. B. A majority of the votes entitled to be cast by the holders of all qualified shares is a quorum for the purposes of action that complies with this section. Subject to subsections C and D of this section,  shareholders' action that otherwise complies with this section is not affected by the presence of holders or the voting of shares that are not qualified shares. C. For purposes of compliance with subsection A of this section,  a director who has a conflicting interest respecting the transaction shall inform,  before the shareholders' vote,  the secretary,  or other officer or agent of the corporation authorized to tabulate votes,  of the number and the identity of persons holding or controlling the vote of all shares that the director knows are beneficially owned,  or the voting of which is controlled,  by the director or by a related person of the director,  or both. D. If a shareholders' vote does not comply with subsection A of this section solely because of a failure of a director to comply with subsection C of this section and if the director establishes that his failure did not determine and was not intended by him to influence the outcome of the vote,  the court,  with or without further proceedings respecting section 10-861,  subsection B,  paragraph 3,  may take such action respecting the transaction and the director and give such effect,  if any,  to the shareholders' vote,  as it considers appropriate in the circumstances. E. For purposes of this section,  " qualified shares"  means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that,  to the knowledge,  before the vote,  of the secretary,  or other officer or agent of the corporation authorized to tabulate votes,  are beneficially owned,  or the voting of which is controlled,  by a director who has a conflicting interest respecting the transaction or by a related person of the director,  or both.
AZ Rev Stat § 10-3861 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3861 - Judicial action

10-3861.  Judicial action A. A transaction that is effected or proposed to be effected by a corporation,  or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest,  and that is not a director's conflicting interest transaction shall not be enjoined,  be set aside or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the corporation,  because a director of the corporation,  or any person with whom or with which the director has a personal,  economic or other association,  has an interest in the transaction. B. A director's conflicting interest transaction shall not be enjoined,  be set aside or give rise to an award of damages or other sanctions in a proceeding by a member by or in the right of the corporation,  because the director,  or any person with whom or with which the director has a personal,  economic or other association,  has an interest in the transaction,  if either: 1. Directors' action respecting the transaction was taken at any time in compliance with section 10-3862. 2. Members' action respecting the transaction was taken at any time in compliance with section 10-3863. 3. The transaction,  judged according to the circumstances at the time of commitment,  is established to have been fair to the corporation. C. Any person seeking to have a director's conflicting interest transaction enjoined,  set aside or give rise to an award of damages or other sanctions shall first prove by clear and convincing evidence that subsection B of this section is not applicable.
AZ Rev Stat § 10-3862 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3862 - Directors' action; definition

10-3862.  Directors' action;  definition A. Directors' action respecting a transaction is effective for purposes of section 10-3861,  subsection B,  paragraph 1 if the transaction received the affirmative vote of a majority,  but at least two,  of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them,  to the extent the information was not known by them,  or compliance with subsection B of this section. Action by a committee is effective under this section only if both: 1. All of its members are qualified directors. 2. Members are either all of the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors or the board. B. If a director has a conflicting interest regarding a transaction but neither the director nor a related person of the director specified in section 10-3860,  paragraph 3,  subdivision (a) is a party to the transaction and if the director has a duty under law or professional canon or a duty of confidentiality to another person,  respecting information relating to the transaction such that the director may not make the disclosure described in section 10-3860,  paragraph 4,  subdivision (b),  disclosure is sufficient for purposes of subsection A of this section if the director both: 1. Discloses to the directors voting on the transaction the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction. 2. Plays no part,  directly or indirectly,  in their deliberations or vote. C. A majority,  but at least two,  of all of the qualified directors on the board of directors or on the committee is a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director. D. For purposes of this section,  " qualified director"  means,  with respect to a director's conflicting transaction,  any director who does not have either: 1. A conflicting interest respecting the transaction. 2. A familial,  financial,  professional or employment relationship with a second director who does have a conflicting interest respecting the transaction,  which relationship would,  in the circumstances,  reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.
AZ Rev Stat § 10-3863 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3863 - Members' action; definition

10-3863.  Members' action;  definition A. Members' action respecting a transaction is effective for purposes of section 10-3861,  subsection B,  paragraph 2 if a majority of the votes entitled to be cast by the holders of all qualified membership interests was cast in favor of the transaction after all of the following: 1. Notice to members describing the director's conflicting interest transaction. 2. Provision of the information referred to in subsection C of this section. 3. Required disclosure to the members who voted on the transaction,  to the extent the information was not known by them. B. A majority of the votes entitled to be cast by the holders of all qualified membership interests is a quorum for the purposes of action that complies with this section. Subject to subsections C and D of this section,  members' action that otherwise complies with this section is not affected by the presence of members or the voting of membership interests that are not qualified membership interests. C. For purposes of compliance with subsection A of this section,  a director who has a conflicting interest respecting the transaction shall inform,  before the members' vote,  the secretary,  or other officer or agent of the corporation authorized to tabulate votes,  of the number and the identity of persons holding or controlling the vote of all membership interests that the director knows are beneficially owned,  or the voting of which is controlled,  by the director or by a related person of the director,  or both. D. If a member's vote does not comply with subsection A of this section solely because of a failure of a director to comply with subsection C of this section and if the director establishes that his failure did not determine and was not intended by him to influence the outcome of the vote,  the court,  with or without further proceedings respecting section 10-3861,  subsection B,  paragraph 3,  may take such action,  respecting the transaction and the director and give such effect,  if any,  to the members' vote,  as it considers appropriate in the circumstances. E. For purposes of this section,  " qualified membership interests"  means any membership interests entitled to vote with respect to the director's conflicting interest transaction except membership interests that,  to the knowledge,  before the vote,  of the secretary or other officer or agent of the corporation authorized to tabulate votes,  are beneficially owned,  or the voting of which is controlled,  by a director who has a conflicting interest respecting the transaction or by a related person of the director,  or both.
AZ Rev Stat § 10-3864 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-3864 - Conflict of interest policy; exceptions

10-3864.  Conflict of interest policy;  exceptions A. The board of directors of a corporation shall adopt a policy regarding transactions between the corporation and interested persons,  including the sale,  lease or exchange of property to or from interested persons and the corporation,  the lending or borrowing of monies to or from interested persons by the corporation or the payment of compensation by the corporation for services provided by interested persons. For the purposes of this subsection,  " interested person"  means an officer or director of a corporation or any other corporation,  firm,  association or entity in which an officer or director of a corporation is a member,  officer or director or has a financial interest. B. The requirements of this section do not apply to any of the following: 1. A corporation that had assets at the end of its last fiscal year with a book value of less than ten million dollars,  net of accumulated depreciation,  or had gross receipts or revenues of less than two million dollars in its last fiscal year. 2. A corporation that offers goods or services only to members who are entitled to vote for its board of directors. 3. A corporation organized for religious purposes that does not have,  as a substantial portion of its business,  the offering of goods or services on a regular basis to the public for remuneration. 4. A corporation organized by or on behalf of the United States,  this state,  a political subdivision of this state or an agency or instrumentality of such a governmental entity. 5. A hospital,  medical,  dental or optometric service corporation licensed pursuant to title 20,  chapter 4,  article 3. C. For the purposes of subsection B,  paragraph 3: 1. Goods and services include medical,  hospital,  dental or counseling or social services offered on a regular basis to the public for remuneration. 2. A corporation organized for religious purposes includes a corporation or foreign corporation that controls or is controlled directly or indirectly by a corporation or foreign corporation organized for religious purposes. D. The exemption provided by subsection B,  paragraph 4 does not apply to a corporation that provides services to or operates assets of the governmental entity pursuant to a lease or contract.
AZ Rev Stat § 10-1001 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1001 - Authority to amend

10-1001.  Authority to amend A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. B. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation,  including provisions relating to management,  control,  capital structure,  dividend entitlement or purpose or duration of the corporation.
AZ Rev Stat § 10-1002 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1002 - Amendment by board of directors

10-1002.  Amendment by board of directors Unless the articles of incorporation provide otherwise,  a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action to either: 1. Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law. 2. Delete the names and addresses of the initial directors. 3. Delete the name and address of the initial statutory agent or known place of business,  if a statement of change is on file with the commission. 4. Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding,  with all shares of the class being treated identically. 5. Change the corporate name by substituting the word " corporation" ,  " incorporated" ,  " company"  or " limited"  or the abbreviation " corp." ,  " inc." ,  " co."  or " ltd."  for a similar word or abbreviation in the name or by adding,  deleting or changing a geographical attribution for the name. 6. Make any other change expressly permitted by chapters 1 through 17 of this title to be made without shareholder action.
AZ Rev Stat § 10-1003 (2021)
2021 Arizona Revised Statutes|Title 10 - Corporations and Associations|§ 10-1003 - Amendment by board of directors and shareholders

10-1003.  Amendment by board of directors and shareholders A. The following apply to amendments to the articles of incorporation: 1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. 2. For the amendment to be adopted both: (a) The board of directors shall recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the shareholders with the amendment. (b) The shareholders entitled to vote on the amendment shall approve the amendment as provided in paragraph 5 of this subsection. 3. The board of directors may condition its submission of the proposed amendment on any basis. 4. The corporation shall notify each shareholder,  whether or not entitled to vote,  of the proposed shareholders' meeting in accordance with section 10-705. The notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment. 5. Unless chapters 1 through 17 of this title,  the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or a vote by voting groups,  the amendment to be adopted shall be approved by both: (a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights. (b) The votes required by sections 10-725 and 10-726 by every other voting group entitled to vote on the amendment. B. The following apply to amendments to the articles of incorporation: 1. If the articles of incorporation expressly permit,  the shareholders may propose amendments to the articles of incorporation. If so permitted,  the articles of incorporation shall set forth procedures for adopting shareholder initiated amendments,  including the percentage of voting power and method of notice required to propose an amendment and the responsibility for calling a shareholder meeting to consider the amendment. 2. For the amendment to be adopted,  both: (a) The shareholders entitled to vote on the amendment shall approve the amendment as provided in paragraph 3 of this subsection. (b) The corporation shall notify each shareholder in accordance with subsection A,  paragraph 4 of this section. 3. Unless chapters 1 through 17 of this title or the articles of incorporation require a greater vote or a vote by voting groups,  the amendment to be adopted shall be approved by both: (a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights. (b) The votes required by sections 10-725 and 10-726 by every other voting group entitled to vote on the amendment.