reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3614 - Creditor's action against member

10-3614.
Creditor's action against member
A. No creditor of the corporation may bring a proceeding to reach the liability of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation,  and execution has been returned unsatisfied in whole or in part.
B. All creditors of the corporation,  with or without reducing their claims to judgment,  may intervene in any creditor's proceeding brought under subsection A to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in that proceeding.
C. In any proceeding by a creditor under this section,  the member shall pay any amount that is determined to be owed by the member to the corporation directly to the corporation and not to any creditor. The member is not liable directly or indirectly for any costs incurred by the creditor in the proceeding. If the member has paid the amount to the corporation,  the liability of the member to the corporation for that amount is fully satisfied,  the member is no longer a party to the proceeding and is immune from further proceedings under this section for the amount.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3620 - Resignation

10-3620.
Resignation
A. A member may resign at any time,  except as set forth in or authorized by the articles of incorporation or bylaws.
B. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
C. This section does not apply to corporations that are condominium associations or planned community associations.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3621 - Termination, expulsion and suspension

10-3621.
Termination,  expulsion and suspension
A. No member of a corporation may be expelled or suspended,  and no membership or memberships in such a corporation may be terminated or suspended,  except pursuant to a procedure that is set forth in the articles of incorporation,  bylaws or an agreement between the member and the corporation or a procedure that is otherwise appropriate.
B. For purposes of subsection A,  a procedure is otherwise appropriate if either:
1. The following are provided:
(a) A written notice at least fifteen days before the expulsion,  suspension or termination and the reasons therefor.
(b) An opportunity for the member to be heard,  orally or in writing,  at least five days before the effective date of the expulsion,  suspension or termination by a person or persons authorized to decide that the proposed expulsion,  termination or suspension should not take place.
2. It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
C. Any written notice that is mailed shall be sent to the last address of the member shown on the corporation's records.
D. Any proceeding challenging an expulsion,  suspension or termination,  including a proceeding in which defective notice is alleged,  shall begin within six months after the effective date of the expulsion,  suspension or termination.
E. A member who has been expelled or suspended may be liable to the corporation for dues,  assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
F. This section does not apply to corporations organized primarily for religious purposes.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3622 - Purchase of memberships

10-3622.
Purchase of memberships
Except as provided in the articles of incorporation or bylaws,  a corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation shall not make a payment that violates section 10-11301 or 10-11302.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3630 - Definitions

10-3630.
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 10-3637,  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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3631 - Standing

10-3631.
Standing
A. A proceeding may be brought in the right of a domestic corporation to procure a judgment in its favor by either:
1. In the case of a corporation that has members,  any member or members having twenty-five per cent or more of the voting power or by fifty members,  whichever is less.
2. In the case of a corporation that does not have members,  any director or twenty-five per cent of the directors,  whichever is greater.
B. In any such proceeding,  each complainant shall both:
1. Have been a member or director,  as applicable,  of the corporation at the time of the act or omission complained of.
2. Fairly and adequately represent the interests of the corporation in enforcing the right of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3632 - Demand

10-3632.
Demand
No complainant may commence a derivative proceeding until both:
1. A written demand has been made on the corporation to take suitable action.
2. Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless the statute of limitations will expire within the ninety days or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety day period.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3634 - Dismissal

10-3634.
Dismissal
A. A derivative proceeding shall be dismissed by the court on motion by the corporation on any legal grounds,  including if one of the groups specified in subsections B or F 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. Unless a panel is appointed pursuant to subsection F,  the determination in subsection A shall be made by either:
1. A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum.
2. A majority vote of a committee consisting of two or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors,  whether or not such independent directors constitute a quorum.
C. None of the following shall by itself or collectively cause a director to be considered not independent for purposes of this section:
1. The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded.
2. The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded.
3. The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.
D. If a derivative proceeding is commenced after a determination has been made that rejects a demand by the complainants,  the complaint shall allege with particularity facts that establish either:
1. That a majority of the board of directors did not consist of independent directors at the time the determination was made.
2. That the requirements of subsection A have not been met.
E. If a majority of the board of directors does not consist of independent directors at the time the determination is made,  the corporation has the burden of proving that the requirements of subsection A have been met. If a majority of the board of directors consists of independent directors at the time the determination is made,  the plaintiff has the burden of proving by clear and convincing evidence that the requirements of subsection A have not been met.
F. 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 that 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 for a determination made pursuant to this section.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3635 - Discontinuance or settlement

10-3635.
Discontinuance or settlement
No derivative proceeding may 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 members or a class of members,  the court shall direct that notice be given to the affected members.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3636 - Payment of expenses

10-3636.
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,  including to harass or to cause unnecessary delay or needless increase in the cost of litigation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3637 - Applicability to foreign corporations

10-3637.
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 10-3633,  10-3635 and 10-3636.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3640 - Delegates

10-3640.
Delegates
A. A corporation may provide in its articles of incorporation or bylaws for delegates that have some or all of the authority of members.
B. The articles of incorporation or bylaws may set forth provisions relating to:
1. The characteristics,  qualifications,  rights,  limitations and obligations of delegates including the delegates' selection and removal.
2. Calling,  noticing,  holding and conducting meetings of delegates.
3. Carrying on corporate activities during and between meetings of delegates.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3701 - Annual and regular meetings; exceptions

10-3701.
Annual and regular meetings;  exceptions
A. Unless otherwise provided in the articles of incorporation or bylaws,  a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
B. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
C. A corporation may hold annual and regular membership meetings in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws,  the corporation shall hold annual and regular meetings at the corporation's principal office.
D. At regular meetings the members shall consider and act on any matter raised and that is consistent with the notice requirements of section 10-3705.
E. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
F. Notwithstanding this chapter,  a condominium association shall comply with title 33,  chapter 9 and a planned community association shall comply with title 33,  chapter 16 to the extent that this chapter is inconsistent with title 33,  chapters 9 and 16.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3702 - Special meeting

10-3702.
Special meeting
A. A corporation with members shall hold a special meeting of members either:
1. On the call of its board or of the person or persons authorized to do so by the articles or bylaws.
2. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes,  if the holders of at least ten per cent of the voting power of any corporation sign,  date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
B. The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the ten per cent requirement of subsection A of this section has been met.
C. A corporation may hold a special meeting of members in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws,  the corporation shall hold special meetings at the corporation's principal office.
D. Unless otherwise provided in the articles of incorporation or bylaws,  the corporation may conduct only those matters at a special meeting of members that are within the purpose or purposes described in the meeting notice required by section 10-3705.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3703 - Court ordered meeting; costs; attorney fees

10-3703.
Court ordered meeting;  costs;  attorney fees
A. The court in the county where a corporation's principal office is located,  or if the corporation has no principal office in this state,  the court in the county where the corporation's known place of business is located,  may summarily order a meeting to be held on application by any of the following:
1. Any member,  if an annual meeting was not held within fifteen months after its last annual meeting.
2. Any member,  if a regular meeting is not held within forty days after the date it was required to be held.
3. A member who signed a demand for a special meeting that is valid under section 10-3702 or a person or persons entitled to call a special meeting,  if either:
(a) Notice of the special meeting was not given within thirty days after the date that the demand was delivered to a corporate officer.
(b) The special meeting was not held in accordance with the notice.
B. The court may:
1. Fix the time and place of the meeting.
2. Specify a record date for determining members entitled to notice of and to vote at the meeting.
3. Prescribe the form and content of the meeting notice.
C. If the court orders a meeting,  it may also order the corporation to pay the member's costs,  including reasonable attorney fees,  incurred to obtain the order.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3704 - Action by written consent; definition

10-3704.
Action by written consent;  definition
A. The members may approve any action that is required or permitted by chapters 24 through 40 of this title and that requires the members' approval without a meeting of members if the action is approved by members holding at least a majority of the voting power,  unless the articles of incorporation,  bylaws or chapters 24 through 40 of this title require a different amount of voting power. The action shall be evidenced by one or more written consents describing the action taken,  signed by those members representing at least the requisite amount of the voting power,  and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
B. If not otherwise fixed under section 10-3703 or 10-3707,  the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection A of this section.
C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document.
D. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent.
E. Unless otherwise specified in the consent or consents,  the action is effective on the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power,  except that if chapters 24 through 40 of this title require notice of proposed actions to members who are not entitled to vote in the action and the action is to be taken by unanimous consent of the members entitled to vote,  the effective date is not before ten days after the corporation gives its members not entitled to vote written notice of the proposed action. The notice shall contain or be accompanied by the same material that under chapters 24 through 40 of this title would have been sent to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.
F. Any member may revoke the member's consent by delivering a signed revocation of the consent to the president or secretary before the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power.
G. For the purposes of this section,  " signature"  includes an electronic signature as defined in section 44-7002.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3705 - Notice of meeting

10-3705.
Notice of meeting
A. Except as provided in section 33-2208,  a corporation shall notify members of the date,  time and place of each annual,  regular and special members' meeting at least ten days but not more than sixty days before the meeting date. Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise,  the corporation shall give notice only to members entitled to vote at the meeting.
B. Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise,  the notice of an annual or regular meeting does not require a description of the purpose or purposes for which the meeting is called.
C. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
D. If not otherwise fixed under section 10-3703 or 10-3707,  the record date for determining members entitled to notice of and to vote at an annual,  regular or special members' meeting is the day before the effective date of the first notice to the members.
E. Unless the bylaws require otherwise,  if an annual,  regular or special members' meeting is adjourned to a different date,  time or place,  a notice of the new date,  time or place is not required if the new date,  time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 10-3707,  the corporation shall give notice of the adjourned meeting pursuant to this section to persons who are members as of the new record date.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3706 - Waiver of notice

10-3706.
Waiver of notice
A. A member may waive any notice required by chapters 24 through 40 of this title,  the articles of incorporation or bylaws before or after the date and time stated in the notice. The waiver shall be in writing,  be signed by the member entitled to the notice,  and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
B. A member's attendance at a meeting:
1. Waives objection to lack of notice or defective notice of the meeting,  unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
2. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice,  unless the member objects to considering the matter at the time it is presented.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3707 - Record date; determining members entitled to notice and vote

10-3707.
Record date;  determining members entitled to notice and vote
A. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing that record date,  the board may fix a future date as that record date. If that record date is not fixed,  members at the close of business on the business day before the day on which notice is given,  or if notice is waived,  at the close of business on the business day before the day on which the meeting is held,  are entitled to notice of the meeting.
B. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing that record date,  the board may fix a future date as that record date. If that record date is not fixed,  members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
C. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing that record date,  the board may fix in advance that record date. If that record date is not fixed,  members at the close of business on the day on which the board adopts the resolution relating to that record date,  or the sixtieth day before the date of other action,  whichever is later,  are entitled to exercise those rights.
D. The record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of members.
E. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting,  unless the board fixed a new date for determining the right to notice or the right to vote. The board shall fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date that is more than seventy days after the record date for determining members entitled to notice of the original meeting.
F. If a court orders a meeting adjourned to another date,  the original record date for notice of voting continues in effect.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3708 - Action by written ballot; online voting

10-3708.
Action by written ballot;  online voting
A. Unless prohibited or limited by the articles of incorporation or bylaws,  any action that the corporation may take at any annual,  regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
B. A written ballot shall:
1. Set forth each proposed action.
2. Provide an opportunity to vote for or against each proposed action.
C. Approval by written ballot pursuant to this section is valid only if both:
1. The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.
2. The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
D. All solicitations for votes by written ballot shall:
1. Indicate the number of responses needed to meet the quorum requirements.
2. State the percentage of approvals necessary to approve each matter other than election of directors.
3. Specify the time by which a ballot must be delivered to the corporation in order to be counted,  which time shall not be less than three days after the date that the corporation delivers the ballot.
E. Except as otherwise provided in the articles of incorporation or bylaws,  a written ballot shall not be revoked.
F. After providing notice that complies with subsection G of this section to members that a vote shall be conducted by electronic means,  a written ballot may be delivered through an online voting system that does all of the following:
1. Authenticates the member's identity.
2. Authenticates the validity of each electronic vote to ensure that the vote is not altered in transit.
3. Transmits a receipt to each member who casts an electronic vote.
4. Stores electronic votes for recount,  inspection and review purposes.
G. The notice prescribed by subsection F of this section shall include a reasonable procedure by which a member may obtain and cast a ballot through some other form of delivery,  including United States mail delivery and fax transmission.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3720 - Members' list for meeting

10-3720.
Members' 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 members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting another list of members,  if any,  who are entitled to vote at the meeting,  but not entitled to notice of the meeting and the corporation shall prepare that list on the same basis and make it a part of the list of members.
B. For the purpose of communication with other members concerning the meeting the corporation shall make the list of members available for inspection by any member at the corporation's principal office or at another place identified in the meeting notice in the city where the meeting will be held. On written demand a member,  a member's agent or a member's attorney may inspect and,  subject to the limitations of section 10-11602,  subsection C,  and section 10-11605,  may copy the list,  during regular business hours and at the member's expense,  during the period it is available for inspection.
C. The corporation shall make the list of members available at the meeting,  and any member,  a member's agent or a member's attorney may inspect the list at any time during the meeting or during any adjournment.
D. If the corporation refuses to allow a member,  a member's agent or a member's attorney to inspect the list of members 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 is located,  or if no principal office is located in this state,  the court in the county where a corporation's known place of business is located,  on application of the member,  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 comply with this section does not affect the validity of any action taken at the meeting.
F. The articles of incorporation or bylaws of a corporation organized primarily for religious purposes may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3721 - Voting entitlement generally

10-3721.
Voting entitlement generally
A. Unless the articles of incorporation or bylaws provide otherwise,  each member is entitled to one vote on each matter voted on by the members. A member is entitled to vote only on those matters expressly provided in the articles of incorporation or bylaws.
B. Unless the articles of incorporation or bylaws or written agreement signed by the subject members and delivered to the corporation provide otherwise,  if a membership stands of record in the names of two or more persons,  those persons' acts with respect to voting shall have the following effect:
1. If only one votes,  the act binds all.
2. If more than one votes,  the vote shall be divided on a pro rata basis.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3722 - Quorum requirements

10-3722.
Quorum requirements
Unless chapters 24 through 40 of this title or the articles of incorporation provide for a higher or lower quorum the bylaws may provide the number or percentage of members entitled to vote,  present or represented by proxy,  or the number or percentage of votes entitled to be cast by members present or represented by proxy,  that shall constitute a quorum at a meeting of members. In the absence of that provision,  members,  present or represented by proxy,  holding one-tenth of the votes entitled to be cast,  shall constitute a quorum.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3723 - Voting requirements

10-3723.
Voting requirements
Unless chapters 24 through 40 of this title provide otherwise,  the articles of incorporation or the bylaws require a greater vote or voting by class,  if a quorum is present,  the affirmative vote of the votes represented and voting,  for which affirmative votes also constitute a majority of the required quorum,  is the act of the members.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3724 - Proxies

10-3724.
Proxies
A. A member may vote the member's votes in person or by proxy.
B. Unless the articles of incorporation or bylaws prohibit or limit proxy voting,  a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form,  either personally or by the member's attorney-in-fact.
C. An appointment of a proxy is effective on receipt by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form.
D. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following:
1. A pledgee.
2. A person who purchased,  agreed to purchase,  holds an option to purchase or holds any other right to acquire the membership interest.
3. A creditor of the corporation who extended or continued credit to the corporation under terms requiring the appointment.
4. An employee of the corporation whose employment contract requires the appointment.
5. A party to a voting agreement created pursuant to section 10-3731.
E. The death or incapacity of the member who appoints a proxy does not affect the right of the corporation to accept the proxy's authority unless the secretary or other officer or agent authorized to tabulate votes receives written notice of the death or incapacity before the proxy exercises authority under the appointment.
F. Appointment of a proxy is revoked by the person who appoints the proxy by either:
1. Attending any meeting and voting in person.
2. Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
G. An appointment made irrevocable under subsection D of this section is revoked if the interest with which it is coupled is extinguished.
H. A transferee for value of a membership interest subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence at the time that the transferee acquired the membership interest and the existence of the irrevocable appointment was not noted conspicuously on the transfer documents.
I. Subject to section 10-3727 and to any express limitation on the proxy's authority that appears on the face of the appointment form,  a corporation may accept the proxy's vote or other action as that of the member making the appointment.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3725 - Cumulative voting for directors

10-3725.
Cumulative voting for directors
A. If the articles of incorporation or bylaws provide for cumulative voting by members,  members may cumulate their votes for directors,  by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote and casting the product for a single candidate or by distributing the product among two or more candidates.
B. Cumulative voting is not authorized at a particular meeting unless either:
1. The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized.
2. A member who has the right to cumulate votes gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes during the meeting,  and if one member gives this notice all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
C. A director elected by cumulative voting may be removed by the members without cause if the requirements of section 10-3808 are met unless the votes cast against removal,  or those members not consenting in writing or by ballot to the removal,  would be sufficient to elect that director if voted cumulatively at an election at which the same total number of votes were cast or,  if the action is taken by written consent or ballot,  all memberships entitled to vote were voted and the entire number of directors authorized at the time of the director's most recent election were then being elected.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3726 - Other methods of electing directors

10-3726.
Other methods of electing directors
A corporation may provide in its articles of incorporation or bylaws the process for election of directors by members or delegates by any of the following means:
1. On the basis of chapter or other organizational unit.
2. By region or other geographic unit.
3. By preferential voting.
4. By any other reasonable method.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3727 - Corporation's acceptance of votes

10-3727.
Corporation's acceptance of votes
A. If the name signed on a vote,  consent,  waiver or proxy appointment corresponds to the name of a member,  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 member.
B. If the name signed on a vote,  consent,  waiver or proxy appointment does not correspond to the record name of a member,  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 member if:
1. The member 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 member 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 member,  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 member and,  if the corporation requests,  evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote,  consent,  waiver or proxy appointment.
5. Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.
C. The corporation is entitled to reject a vote,  consent,  waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes,  acting in good faith,  has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
D. The corporation and its officer or 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 member 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 › § 10-3730 - Voting trusts

10-3730.
Voting trusts
If and to the extent a membership is transferable as provided in section 10-3611,  and unless otherwise provided in the articles of incorporation or bylaws,  one or more members 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 memberships 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 › § 10-3801 - Requirement for and duties of board

10-3801.
Requirement for and duties of board
A. Each corporation shall have a board of directors.
B. All corporate powers shall be exercised by or under the authority of and the affairs of the corporation shall be managed under the direction of its board of directors,  subject to any limitation set forth in the articles of incorporation.
C. The articles of incorporation may authorize one or more members,  delegates or other persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized the authorized person or persons shall have the duties and responsibilities of the directors,  and the directors shall be relieved to that extent from those duties and responsibilities.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3803 - Number of directors

10-3803.
Number 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 members or the board of directors.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3804 - Election, designation and appointment of directors

10-3804.
Election,  designation and appointment of directors
A. If the corporation has members,  the members shall elect all the directors except the initial directors at the first annual meeting of members,  and at each annual meeting after the first annual meeting,  unless either:
1. The terms of the directors are staggered pursuant to section 10-3806.
2. The articles of incorporation or bylaws provide some other time or method of election.
3. The articles of incorporation or bylaws provide that some of the directors are appointed by some other person or some of the directors are designated.
B. If the corporation does not have members,  all the directors except the initial directors shall be elected,  appointed or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws,  the board of directors shall elect the directors other than the initial directors.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3805 - Terms of directors generally

10-3805.
Terms of directors generally
A. The terms of the initial directors of a corporation expire at the first election,  appointment or designation of directors as provided in section 10-3804.
B. The articles of incorporation or bylaws shall specify the terms of directors. In the absence of any term specified in the articles of incorporation or bylaws,  the term of each director is one year. Unless otherwise provided in the articles of incorporation or bylaws,  directors may be elected for successive terms.
C. A decrease in the number of directors or term of office does not shorten the term of any incumbent director.
D. Except as provided in the articles of incorporation or bylaws:
1. The term of a director elected to fill a vacancy in the office of a director elected by members expires at the next election of directors by members.
2. The term of a director elected to fill any other vacancy expires at the end of the unexpired term that the director is filling.
E. Despite the expiration of a director's term,  a director shall continue to hold office until the director's successor is elected,  designated or appointed 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 › § 10-3807 - Resignation of directors

10-3807.
Resignation of directors
A. A director may resign at any time by delivering written notice to the board of directors,  its presiding officer or the corporation.
B. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event. If a resignation is made effective at a later date,  the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3808 - Removal of directors elected by members or directors

10-3808.
Removal of directors elected by members or directors
A. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or bylaws.
B. If the articles of incorporation or bylaws do not provide a procedure for removal of a director from office:
1. The members may remove one or more directors elected by them with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
2. If a director is elected by a class,  chapter,  region or other organizational or geographic unit or grouping only the members of that class,  chapter,  region,  unit or grouping may participate in the vote to remove the director.
3. Except as provided in paragraph 9,  a director may be removed under paragraph 1 or 2 only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
4. If cumulative voting is authorized,  a director may not be removed if the number of votes,  or if the director was elected by a class,  chapter,  region,  unit or grouping of members,  the number of votes of that class,  chapter,  region,  unit or grouping,  sufficient to elect the director under cumulative voting is voted against the director's removal.
5. A director elected by members may be removed by the members at a meeting by written consent or by written ballot of the members authorized to vote on such removal. If the removal is to occur at a meeting,  the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.
6. In computing whether a director is protected from removal under paragraphs 2 through 4,  it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
7. An entire board of directors may be removed under paragraphs 1 through 5.
8. Except as provided in subsection C,  a director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office or any greater number as is set forth in the articles of incorporation or bylaws.
9. If,  at the beginning of a director's term on the board of directors,  the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of meetings of the board of directors,  the board of directors may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
C. Notwithstanding subsection B,  paragraph 8,  a director elected by the board to fill the vacancy of a director elected by the members may be removed with or without cause by the members,  but not by the board of directors.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3809 - Removal of designated or appointed directors

10-3809.
Removal of designated or appointed directors
A. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation.
B. Except as otherwise provided in the articles of incorporation or bylaws,  an appointed director may be removed with or without cause by the person appointing the director. The person removing the director shall give written notice of the removal to the director and either the board of directors,  its presiding officer or the corporation. A removal is effective when the notice is delivered unless the notice specifies a later effective date or event.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3810 - Removal of directors by judicial proceeding

10-3810.
Removal of directors by judicial proceeding
A. The court in the county where a corporation's known place of business or,  if none in this state,  its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least twenty-five per cent of the voting power of any class,  if the court finds that both:
1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation.
2. Removal is in the best interests of the corporation.
B. The court that removes a director may bar the director from serving on the board for a period prescribed by the court,  but in no event may the period exceed five years.
C. If members commence a proceeding under subsection A,  they shall make the corporation a party defendant,  unless the corporation elects to become a party plaintiff.
D. The articles of incorporation or bylaws of a corporation organized for religious purposes may limit or prohibit the application of this section.