reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-708 - Participation in shareholders' meetings; remote communication

10-708.
Participation in shareholders' meetings;  remote communication
A. Unless the articles of incorporation or bylaws provide otherwise,  the board of directors may permit any or all shareholders to participate in an annual or special shareholders' meeting by or conduct the meeting through use of any means of remote communication. If the board of directors elects to permit participation by means of remote communication,  the notice of the meeting shall specify how a shareholder may participate in the meeting by means of remote communication. Participation may be limited by the board of directors to specified locations or means of communication.
B. Unless the articles of incorporation or bylaws provide otherwise,  if authorized by the board of directors and subject to such guidelines and procedures as the board of directors may adopt,  shareholders not physically present at a meeting of shareholders,  by means of remote communication,  may both:
1. Participate in a meeting of shareholders.
2. Be deemed present in person and vote at a meeting of shareholders,  whether the meeting is to be held at a designated place or solely by means of remote communication if the corporation does all of the following:
(a) Implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder.
(b) Implements reasonable measures to provide shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders substantially concurrently with the proceedings. Participation may be through verbal,  written or other suitable means of communication as described by this section.
(c) Maintains a record of the vote or other action if any shareholder votes or takes other action at the meeting by means of remote communication.
C. All votes of shareholders must be in writing,  unless otherwise provided for in the articles of incorporation or bylaws. If authorized by the articles of incorporation,  bylaws or board of directors,  the requirement of a writing may be satisfied by a vote submitted by electronic transmission if the electronic transmission is either set forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-720 - Shareholders' list for meeting

10-720.
Shareholders' list for meeting
A. After fixing a record date for a meeting,  a corporation shall prepare an alphabetical list of the names of all of its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group,  and within each voting group by class or series of shares,  and shall show the address of and number of shares held by each shareholder.
B. The shareholders' list shall be available for inspection by any shareholder,  beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting,  at the corporation's principal office,  the office of the corporation's transfer agent if specified in the meeting notice or at another place identified in the meeting notice in the city where the meeting will be held. A shareholder,  its agent or its attorney on written demand may inspect and,  subject to the requirements of section 10-1602,  subsection C,  may copy the list,  during regular business hours and at his expense,  during the period it is available for inspection.
C. The corporation shall make the shareholders' list available at the meeting,  and any shareholder,  its agent or its attorney may inspect the list at any time during the meeting or any adjournment.
D. If the corporation refuses to allow a shareholder,  its agent or its attorney to inspect the shareholders' list before or at the meeting or copy the list as permitted by subsection B of this section,  the court in the county where a corporation's principal office,  or,  if none in this state,  its known place of business,  is located,  on application of the shareholder,  may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
E. Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-721 - Voting entitlement of shares

10-721.
Voting entitlement of shares
A. Except as provided in subsections B and C of this section or section 10-728 or 10-2725 or unless the articles of incorporation provide otherwise,  each outstanding share,  regardless of class,  is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
B. Absent special circumstances,  the shares of a corporation are not entitled to vote if they are owned directly or indirectly by a second corporation,  domestic or foreign,  and the first corporation owns directly or indirectly a majority of the shares entitled to vote for directors of the second corporation.
C. Subsection B of this section does not limit the power of a corporation to vote any shares,  including its own shares,  held by it in a fiduciary capacity.
D. Redeemable shares are not deemed to be outstanding and are not entitled to vote after notice of redemption is mailed to the holders and an amount sufficient to redeem the shares has been deposited with any bank,  trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the certificates representing the shares,  in the case of certificated shares.
E. Notwithstanding the other provisions of this section,  a water users' association may provide in its articles of incorporation the qualifications of shareholders to vote,  eliminate the right to vote by proxy,  specify the locations where votes may be cast and limit voting to natural persons. A water users' association may adopt bylaws for the registration of voters and the method of holding elections.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-723 - Shares held by nominees

10-723.
Shares held by nominees
A. A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
B. The procedure may set forth:
1. The types of nominees to which it applies.
2. The rights or privileges that the corporation recognizes in a beneficial owner.
3. The manner in which the procedure is selected by the nominee.
4. The information that must be provided when the procedure is selected.
5. The period for which selection of the procedure is effective.
6. Other aspects of the rights and duties created.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-724 - Corporation's acceptance of votes

10-724.
Corporation's acceptance of votes
A. If the name signed on a vote,  consent,  waiver or proxy appointment corresponds to the name of a shareholder,  the corporation if acting in good faith is entitled to accept the vote,  consent,  waiver or proxy appointment and give it effect as the act of the shareholder.
B. If the name signed on a vote,  consent,  waiver or proxy appointment does not correspond to the name of its shareholder,  the corporation if acting in good faith is nevertheless entitled to accept the vote,  consent,  waiver or proxy appointment and give it effect as the act of the shareholder if:
1. The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.
2. The name signed purports to be that of an administrator,  executor,  guardian or conservator representing the shareholder and,  if the corporation requests,  evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote,  consent,  waiver or proxy appointment.
3. The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and,  if the corporation requests,  evidence of this status acceptable to the corporation has been presented with respect to the vote,  consent,  waiver or proxy appointment.
4. The name signed purports to be that of a pledgee,  beneficial owner or attorney-in-fact of the shareholder and,  if the corporation requests,  evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote,  consent,  waiver or proxy appointment.
5. Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all of the co-owners.
C. The corporation is entitled to reject any vote,  consent,  waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes,  acting in good faith,  has a reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
D. The corporation and its officer or its agent who accepts or rejects a vote,  consent,  waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
E. Corporate action based on the acceptance or rejection of a vote,  consent,  waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-725 - Quorum and voting requirements for voting groups

10-725.
Quorum and voting requirements for voting groups
A. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if the quorum of those shares exists with respect to that matter. Unless the articles of incorporation or chapters 1 through 17 of this title provide otherwise,  a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
B. Unless otherwise provided in the articles of incorporation or bylaws,  once a share is represented for any purpose at a meeting,  it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
C. If a quorum exists,  action on a matter,  other than the election of directors,  by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action,  unless the articles of incorporation or chapters 1 through 17 of this title require a greater number of affirmative votes.
D. An amendment of articles of incorporation adding,  changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection A or C of this section is governed by section 10-727.
E. The election of directors is governed by section 10-728.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-726 - Action by single and multiple voting groups

10-726.
Action by single and multiple voting groups
A. If the articles of incorporation or chapters 1 through 17 of this title provide for voting by a single voting group on a matter,  action on that matter is taken when voted on by that voting group as provided in section 10-725.
B. If the articles of incorporation or chapters 1 through 17 of this title provide for voting by two or more voting groups on a matter,  action on that matter is taken when voted on by each of those voting groups counted separately as provided in section 10-725. Voting by individual voting groups entitled to vote on a matter need not be simultaneous.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-727 - Greater quorum or voting requirements

10-727.
Greater quorum or voting requirements
A. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by chapters 1 through 17 of this title.
B. An amendment to the articles of incorporation that adds,  changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted,  whichever is greater.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-728 - Voting for directors; cumulative voting

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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-730 - Voting trusts

10-730.
Voting trusts
One or more shareholders may create a voting trust,  conferring on one or more trustees the right to vote or otherwise act for them,  by signing an agreement setting out the provisions of the trust and transferring their shares to the trustee or trustees. The agreement may contain any lawful provision not inconsistent with the purposes of the trust.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-740 - Definitions

10-740.
Definitions
In this article,  unless the context otherwise requires:
1. " Derivative proceeding"  means a civil suit in the right of a domestic corporation or,  to the extent provided in section 10-747,  in the right of a foreign corporation.
2. " Independent person"  means a person with no personal interest in the transaction and no personal or other relationship which influences the person.
3. " Shareholder"  includes a beneficial owner whose shares are held in a voting trust or are held by a nominee on the beneficial owner's behalf.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-741 - Standing

10-741.
Standing
A shareholder may not commence or maintain a derivative proceeding unless the shareholder both:
1. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time.
2. Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-742 - Demand

10-742.
Demand
No shareholder may commence a derivative proceeding until both:
1. A written demand has been made on the corporation to take suitable action.
2. Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless the statute of limitations will expire within the ninety days or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety day period.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-744 - Dismissal

10-744.
Dismissal
A. A derivative proceeding may be dismissed by the court on motion by the corporation on any legal grounds including the group specified in subsection B has determined in good faith after conducting a reasonable inquiry on which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
B. The court may appoint a panel of one or more independent persons on motion by the corporation to determine whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case,  the plaintiff has the burden of proving by clear and convincing evidence that the requirements of subsection A have not been met. A person appointed by the court is not liable whatsoever for a determination made pursuant to this section.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-745 - Discontinuance or settlement

10-745.
Discontinuance or settlement
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders,  the court shall direct that notice be given to the shareholders affected.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-830 - General standards of conduct for directors

10-830.
General standards of conduct for directors
A. A director's duties,  including duties as a member of a committee,  shall be discharged:
1. In good faith.
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
3. In a manner the director reasonably believes to be in the best interests of the corporation.
B. In discharging duties,  a director is entitled to rely on information,  opinions,  reports or statements,  including financial statements and other financial data,  if prepared or presented by any of the following:
1. One or more officers or employees of the corporation whom the director reasonably believes are reliable and competent in the matters presented.
2. Legal counsel,  public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence.
3. A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
C. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B of this section unwarranted.
D. Unless otherwise provided in the articles of incorporation or bylaws or a resolution of the board of directors of the corporation,  in determining what is in the best interests of the corporation,  a director:
1. Must consider the effect of a proposed action or inaction on the shareholders and whether a proposed action or inaction may further the purposes of the corporation.
2. May consider the effects of any action or inaction on the long-term and short-term interests of the corporation,  its shareholders,  employees,  customers,  community and environment and any other group and other pertinent factors that the director deems appropriate.
E. The best interests of the corporation do not require that any particular interests be given priority over other interests unless the articles of incorporation,  the bylaws,  a resolution of the board of directors or a resolution approved by the number of shareholders required to amend the articles of incorporation states an intention to give priority to particular interests.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-831 - Standards of liability for directors; presumption

10-831.
Standards of liability for directors;  presumption
A director is not liable for any action taken as a director or any failure to take any action if the director's duties were performed in compliance with section 10-830. In any proceeding commenced under this chapter,  a director has all of the defenses and presumptions ordinarily available to a director. A director is presumed in all cases to have acted,  failed to act or otherwise discharged the director's duties pursuant to section 10-830. The burden is on the party challenging a director's action,  failure to act or other discharge of duties to establish by clear and convincing evidence facts rebutting the presumption.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-833 - Liability for unlawful distributions

10-833.
Liability for unlawful distributions
A. A director who votes for or assents to a distribution made in violation of section 10-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 10-640 or the articles of incorporation if it is established that the director's duties were not performed in compliance with section 10-830.
B. A director of a corporation who is present at a meeting of its board of directors at which action on any distribution in violation of section 10-640 is taken is presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the secretary of the meeting before the adjournment of the meeting or forwards the dissent by registered or certified mail to the secretary of the corporation before 5:00 p.m. of the next business day after the adjournment of the meeting. The right to dissent does not apply to a director who voted in favor of the action.
C. A director who is held liable under subsection A of this section for an unlawful distribution is entitled to contribution from:
1. Every other director who could be held liable under subsection A of this section for the unlawful distribution.
2. Each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 10-640 or the articles of incorporation.
D. A proceeding under this section is barred unless it is commenced within four years after the date on which the effect of the distribution was measured under section 10-640,  subsection E or G.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-840 - Required officers

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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-841 - Duties of officers

10-841.
Duties of officers
Each officer has the authority and shall perform the duties set forth in the bylaws or,  to the extent consistent with the bylaws,  the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-842 - Standards of conduct for officers

10-842.
Standards of conduct for officers
A. If an officer has discretionary authority with respect to any duties,  an officer's duties shall be discharged under that authority:
1. In good faith.
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
3. In a manner the officer reasonably believes to be in the best interests of the corporation.
B. In discharging duties,  an officer is entitled to rely on information,  opinions,  reports or statements,  including financial statements and other financial data,  if prepared or presented by either:
1. One or more directors,  officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.
2. Legal counsel,  public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
C. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B of this section unwarranted.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-843 - Resignation and removal of officers

10-843.
Resignation and removal of officers
A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event. If a resignation is made effective at a later date or event and the corporation accepts the future effective date,  its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
B. A board of directors may remove an officer at any time with or without cause.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-844 - Contract rights of officers

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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-845 - Standards of liability for officers; presumption

10-845.
Standards of liability for officers;  presumption
An officer is not liable for any action taken as an officer or any failure to take any action if the officer's duties were performed in compliance with section 10-842. In any proceeding commenced under this chapter,  an officer has all of the defenses and presumptions ordinarily available to an officer. An officer is presumed in all cases to have acted,  failed to act or otherwise discharged the officer's duties pursuant to section 10-842. The burden is on the party challenging an officer's action,  failure to act or other discharge of duties to establish by clear and convincing evidence facts rebutting the presumptions.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-846 - Enforcement proceedings; liability for monetary damages; definitions

10-846.
Enforcement proceedings;  liability for monetary damages;  definitions
A. Except as provided in subsection B of this section,  a person may not bring an action or assert a claim against a corporation or its directors or officers with respect to either of the following:
1. The decision or failure of the corporation to pursue or create a nonmonetary purpose,  whether or not the purpose is set forth in its articles of incorporation.
2. A director's or officer's violation of an obligation,  duty or standard of conduct to consider,  or the failure to consider,  the effect of an act,  omission or decision by a corporation on a nonmonetary purpose,  whether or not the purpose is set forth in its articles of incorporation.
B. An enforcement proceeding against a corporation or its directors or officers with respect to subsection A of this section may be commenced or maintained only as follows:
1. Directly by the corporation.
2. Derivatively pursuant to chapter 7,  article 4 of this title by a shareholder of the corporation.
3. By other persons as specified in the articles of incorporation or bylaws of the corporation.
C. A corporation and its directors and officers are not liable for monetary damages resulting from any decision or failure of the corporation to pursue or create any nonmonetary purpose,  whether or not the purpose is set forth in its articles of incorporation.
D. For the purposes of this section:
1. " Enforcement proceeding"  means any claim or action for a violation of any obligation,  duty or standard of conduct under this chapter.
2. " Nonmonetary purpose"  means any purpose other than to benefit the economic or financial interests of the shareholders of the corporation,  including any purpose to benefit any interest or factor that is included in section 10-830,  subsection D,  paragraph 2,  as applicable.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-851 - Authority to indemnify

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.