reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-852 - Mandatory indemnification

10-852.
Mandatory indemnification
A. Unless limited by its articles of incorporation,  a corporation shall indemnify a director who was the prevailing party,  on the merits or otherwise,  in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
B. Unless limited by its articles of incorporation,  section 10-851,  subsection D or subsection C of this section,  a corporation shall indemnify an outside director against liability. Unless limited by its articles of incorporation or subsection C of this section,  a corporation shall pay an outside director's expenses in advance of a final disposition of a proceeding,  if the director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 10-851,  subsection A and the director furnishes the corporation with a written undertaking executed personally,  or on the director's behalf,  to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. The undertaking required by this subsection is an unlimited general obligation of the director but need not be secured and shall be accepted without reference to the director's financial ability to make repayment.
C. A corporation shall not provide the indemnification or advancement of expenses described in subsection B of this section if a court of competent jurisdiction has determined before payment that the outside director failed to meet the standards described in section 10-851,  subsection A,  and a court of competent jurisdiction does not otherwise authorize payment under section 10-854. A corporation shall not delay payment of indemnification or expenses under subsection B of this section for more than sixty days after a request is made unless ordered to do so by a court of competent jurisdiction.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-853 - Advance for expenses

10-853.
Advance for expenses
A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if both of the following conditions exist:
1. The director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 10-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation pursuant to section 10-202,  subsection B,  paragraph 1.
2. The director furnishes the corporation with a written undertaking,  executed personally or on the director's behalf,  to repay the advance if the director is not entitled to mandatory indemnification under section 10-852 and it is ultimately determined under section 10-854 or 10-855 that the director did not meet the standard of conduct.
B. The undertaking required by subsection A,  paragraph 2 of this section is an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
C. Authorizations of payments under this section shall be made in a manner consistent with section 10-830 or 10-842.
D. This section does not apply to advancement of expenses to or for the benefit of an outside director. Advances to outside directors shall be made pursuant to section 10-852.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-854 - Court ordered indemnification

10-854.
Court ordered indemnification
Unless a corporation's articles of incorporation provide otherwise,  a director of the corporation who is a party to a proceeding may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application,  the court after giving any notice the court considers necessary may order indemnification or advance for expenses if it determines either:
1. The director is entitled to mandatory indemnification under section 10-852,  in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court ordered indemnification.
2. The director is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances,  whether or not the director met the standard of conduct set forth in section 10-851 or was adjudged liable as described in section 10-851,  subsection D,  but if the director was adjudged liable under section 10-851,  subsection D,  indemnification is limited to reasonable expenses incurred.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-855 - Determination and authorization of indemnification

10-855.
Determination and authorization of indemnification
A. A corporation may not indemnify a director under section 10-851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 10-851.
B. The determination shall be made either:
1. By the board of directors by a majority vote of the directors not at the time parties to the proceeding.
2. By special legal counsel:
(a) Selected by majority vote of the disinterested directors.
(b) If there are no disinterested directors,  selected by majority vote of the board.
3. By the shareholders,  but shares owned by or voted under the control of directors who are at the time parties to the proceeding shall not be voted on the determination.
C. Neither special legal counsel nor any shareholder has any liability whatsoever for a determination made pursuant to this section. In voting pursuant to subsection B of this section,  directors shall discharge their duty in accordance with section 10-830.
D. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible,  except that if the determination is made by special legal counsel,  authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection B,  paragraph 2 of this section to select counsel.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-856 - Indemnification of officers

10-856.
Indemnification of officers
A. A corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation as follows:
1. To the same extent as a director.
2. If the individual is an officer but not a director,  to the further extent as may be provided by the articles of incorporation,  the bylaws,  a resolution of the board of directors,  or contract except for:
(a) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding.
(b) Liability arising out of conduct that constitutes:
(i) Receipt by the officer of a financial benefit to which the officer is not entitled.
(ii) An intentional infliction of harm on the corporation or the shareholders.
(iii) An intentional violation of criminal law.
B. Subsection A,  paragraph 2 of this section applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.
C. An officer of a corporation who is not a director is entitled to mandatory indemnification under section 10-852,  subsection A and may apply to a court under section 10-854 for indemnification or an advance for expenses,  in each case to the same extent to which a director is entitled to indemnification or advance for expenses under those sections.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-857 - Insurance

10-857.
Insurance
A corporation may purchase and maintain insurance,  including retrospectively rated and self-insured programs,  on behalf of an individual who is or was a director or officer of the corporation or who,  while a director or officer of the corporation,  is or was serving at the request of the corporation as a director,  officer,  partner,  trustee,  employee or agent of another foreign or domestic corporation,  partnership,  joint venture,  trust,  employee benefit plan or other entity,  against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer,  whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this article.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-858 - Application of article

10-858.
Application of article
A. A provision that treats a corporation's indemnification of or advance for expenses to directors and that is contained in its articles of incorporation,  its bylaws,  a resolution of its shareholders or board of directors or a contract or otherwise is valid only if and to the extent the provision is consistent with this article. If articles of incorporation limit indemnification or advances for expenses,  indemnification and advances for expenses are valid only to the extent consistent with the articles.
B. This article does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
C. This article does not limit a corporation's power to indemnify,  advance expenses or maintain insurance on behalf of an employee or agent.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-861 - Judicial action

10-861.
Judicial action
A. A transaction that is effected or proposed to be effected by a corporation,  or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest,  and that is not a director's conflicting interest transaction shall not be enjoined,  be set aside or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the corporation,  because a director of the corporation,  or any person with whom or with which the director has a personal,  economic or other association,  has an interest in the transaction.
B. A director's conflicting interest transaction shall not be enjoined,  be set aside or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the corporation,  because the director,  or any person with whom or with which the director has a personal,  economic or other association,  has an interest in the transaction,  if either:
1. Directors' action respecting the transaction was taken at any time in compliance with section 10-862.
2. Shareholders' action respecting the transaction was taken at any time in compliance with section 10-863.
3. The transaction,  judged according to the circumstances at the time of commitment,  is established to have been fair to the corporation.
C. Any person seeking to have a director's conflicting interest transaction enjoined,  set aside or give rise to an award of damages or other sanctions shall first prove by clear and convincing evidence that subsection B of this section is not applicable.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-862 - Directors' action; definition

10-862.
Directors' action;  definition
A. Directors' action respecting a transaction is effective for purposes of section 10-861,  subsection B,  paragraph 1 if the transaction received the affirmative vote of a majority,  but at least two,  of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them,  to the extent the information was not known by them,  or compliance with subsection B of this section. Action by a committee is effective under this section only if both:
1. All of its members are qualified directors.
2. Members are either all of the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.
B. If a director has a conflicting interest respecting a transaction but neither the director nor a related person of the director specified in section 10-860,  paragraph 3,  subdivision (a) is a party to the transaction and if the director has a duty under law or professional canon or a duty of confidentiality to another person,  respecting information relating to the transaction such that the director may not make the disclosure described in section 10-860,  paragraph 4,  subdivision (b),  disclosure is sufficient for purposes of subsection A of this section if the director both:
1. Discloses to the directors voting on the transaction the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction.
2. Plays no part,  directly or indirectly,  in their deliberations or vote.
C. A majority,  but at least two,  of all of the qualified directors on the board of directors or on the committee is a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.
D. For purposes of this section,  " qualified director"  means,  with respect to a director's conflicting transaction,  any director who does not have either:
1. A conflicting interest respecting the transaction.
2. A familial,  financial,  professional or employment relationship with a second director who does have a conflicting interest respecting the transaction,  which relationship would,  in the circumstances,  reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-863 - Shareholders' action; definition

10-863.
Shareholders' action;  definition
A. Shareholders' action respecting a transaction is effective for purposes of section 10-861,  subsection B,  paragraph 2 if a majority of the votes entitled to be cast by the holders of all qualified shares was cast in favor of the transaction after all of the following:
1. Notice to shareholders describing the director's conflicting interest transaction.
2. Provision of the information referred to in subsection C of this section.
3. Required disclosure to the shareholders who voted on the transaction,  to the extent the information was not known by them.
B. A majority of the votes entitled to be cast by the holders of all qualified shares is a quorum for the purposes of action that complies with this section. Subject to subsections C and D of this section,  shareholders' action that otherwise complies with this section is not affected by the presence of holders or the voting of shares that are not qualified shares.
C. For purposes of compliance with subsection A of this section,  a director who has a conflicting interest respecting the transaction shall inform,  before the shareholders' vote,  the secretary,  or other officer or agent of the corporation authorized to tabulate votes,  of the number and the identity of persons holding or controlling the vote of all shares that the director knows are beneficially owned,  or the voting of which is controlled,  by the director or by a related person of the director,  or both.
D. If a shareholders' vote does not comply with subsection A of this section solely because of a failure of a director to comply with subsection C of this section and if the director establishes that his failure did not determine and was not intended by him to influence the outcome of the vote,  the court,  with or without further proceedings respecting section 10-861,  subsection B,  paragraph 3,  may take such action respecting the transaction and the director and give such effect,  if any,  to the shareholders' vote,  as it considers appropriate in the circumstances.
E. For purposes of this section,  " qualified shares"  means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that,  to the knowledge,  before the vote,  of the secretary,  or other officer or agent of the corporation authorized to tabulate votes,  are beneficially owned,  or the voting of which is controlled,  by a director who has a conflicting interest respecting the transaction or by a related person of the director,  or both.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1001 - Authority to amend

10-1001.
Authority to amend
A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
B. A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation,  including provisions relating to management,  control,  capital structure,  dividend entitlement or purpose or duration of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1002 - Amendment by board of directors

10-1002.
Amendment by board of directors
Unless the articles of incorporation provide otherwise,  a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action to either:
1. Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
2. Delete the names and addresses of the initial directors.
3. Delete the name and address of the initial statutory agent or known place of business,  if a statement of change is on file with the commission.
4. Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding,  with all shares of the class being treated identically.
5. Change the corporate name by substituting the word " corporation" ,  " incorporated" ,  " company"  or " limited"  or the abbreviation " corp." ,  " inc." ,  " co."  or " ltd."  for a similar word or abbreviation in the name or by adding,  deleting or changing a geographical attribution for the name.
6. Make any other change expressly permitted by chapters 1 through 17 of this title to be made without shareholder action.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1003 - Amendment by board of directors and shareholders

10-1003.
Amendment by board of directors and shareholders
A. The following apply to amendments to the articles of incorporation:
1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.
2. For the amendment to be adopted both:
(a) The board of directors shall recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the shareholders with the amendment.
(b) The shareholders entitled to vote on the amendment shall approve the amendment as provided in paragraph 5 of this subsection.
3. The board of directors may condition its submission of the proposed amendment on any basis.
4. The corporation shall notify each shareholder,  whether or not entitled to vote,  of the proposed shareholders' meeting in accordance with section 10-705. The notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.
5. Unless chapters 1 through 17 of this title,  the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or a vote by voting groups,  the amendment to be adopted shall be approved by both:
(a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights.
(b) The votes required by sections 10-725 and 10-726 by every other voting group entitled to vote on the amendment.
B. The following apply to amendments to the articles of incorporation:
1. If the articles of incorporation expressly permit,  the shareholders may propose amendments to the articles of incorporation. If so permitted,  the articles of incorporation shall set forth procedures for adopting shareholder initiated amendments,  including the percentage of voting power and method of notice required to propose an amendment and the responsibility for calling a shareholder meeting to consider the amendment.
2. For the amendment to be adopted,  both:
(a) The shareholders entitled to vote on the amendment shall approve the amendment as provided in paragraph 3 of this subsection.
(b) The corporation shall notify each shareholder in accordance with subsection A,  paragraph 4 of this section.
3. Unless chapters 1 through 17 of this title or the articles of incorporation require a greater vote or a vote by voting groups,  the amendment to be adopted shall be approved by both:
(a) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights.
(b) The votes required by sections 10-725 and 10-726 by every other voting group entitled to vote on the amendment.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1004 - Voting on amendments by voting groups

10-1004.
Voting on amendments by voting groups
A. The holders of the outstanding shares of a class are entitled to vote as a separate voting group,  if shareholder voting is otherwise required by chapters 1 through 17 of this title,  on a proposed amendment if the amendment would either:
1. Increase or decrease the aggregate number of authorized shares of the class.
2. Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.
3. Effect an exchange or reclassification,  or create the right of exchange of all or part of the shares of another class into shares of the class.
4. Change the designations,  rights,  obligations,  preferences or limitations of all or part of the shares of the class.
5. Change the shares of all or part of the class into a different number of shares of the same class.
6. Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior,  superior or substantially equal to the shares of the class.
7. Increase rights,  preferences or number of authorized shares of any class that,  after giving effect to the amendment,  have rights or preferences with respect to distributions or to dissolution that are prior,  superior or substantially equal to the shares of the class.
8. Limit or deny an existing preemptive right of all or part of the class.
9. Cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class.
B. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection A,  the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
C. If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way,  the shares of all of the series so affected must vote together as a single voting group on the proposed amendment.
D. A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1005 - Amendment before issuance of shares

10-1005.
Amendment before issuance of shares
If a corporation has not yet issued shares,  an amendment to the articles of incorporation may be adopted by a majority of the members of the board of directors,  unless the articles of incorporation require adoption by a greater number of the members of the board of directors.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1006 - Articles of amendment

10-1006.
Articles of amendment
A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth:
1. The name of the corporation.
2. The text of each amendment adopted.
3. If an amendment provides for an exchange,  reclassification or cancellation of issued shares,  provisions for implementing the amendment if not contained in the amendment itself.
4. The date of each amendment's adoption.
5. If an amendment was adopted by the incorporators or board of directors without shareholder action,  a statement to that effect and that shareholder action was not required.
6. If an amendment was approved by the shareholders:
(a) The designation of outstanding shares,  number of outstanding shares,  number of votes entitled to be cast by each voting group entitled to vote separately on the amendment and number of votes of each voting group indisputably represented at the meeting.
(b) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
B. Within sixty days after the commission approves the filing,  either of the following must occur:
1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1007 - Restated articles of incorporation

10-1007.
Restated articles of incorporation
A. A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.
B. The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval,  it shall be adopted as provided in section 10-1003.
C. If the board of directors submits a restatement for shareholder action,  the corporation shall notify each shareholder,  whether or not entitled to vote,  of the proposed shareholders' meeting pursuant to section 10-705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
D. A corporation restating its articles of incorporation shall deliver to the commission for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
1. Whether the restatement contains an amendment to the articles requiring shareholder approval and,  if it does not,  that the board of directors adopted the restatement.
2. If the restatement contains an amendment to the articles requiring shareholder approval,  the information required by section 10-1006.
E. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
F. The commission may certify restated articles of incorporation,  as the articles of incorporation currently in effect,  without including the certificate information required by subsection D of this section.
G. Within sixty days after the commission approves the filing,  either of the following must occur:
1. A copy of the articles of restatement shall be published. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1008 - Amendment pursuant to reorganization

10-1008.
Amendment pursuant to reorganization
A. A corporation's articles of incorporation may be amended pursuant to this section without action by the board of directors or shareholders to carry out a plan of reorganization confirmed by an order or decree of a court of competent jurisdiction under a federal statute or a statute of this state if the articles of incorporation after amendment contain only provisions required or permitted by section 10-202.
B. Before the date of entry of a final decree in the reorganization proceeding,  the individual or individuals designated by the plan shall deliver to the commission for filing articles of amendment setting forth all of the following:
1. The name of the corporation.
2. The text of each amendment contained in the plan of reorganization.
3. The date of the court's order or decree confirming the plan of reorganization containing the articles of amendment.
4. The title of the reorganization proceeding in which the order or decree was entered.
5. A statement that the court had jurisdiction of the proceeding under federal or state statute.
C. Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
D. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
E. Within sixty days after the commission approves the filing,  either of the following must occur:
1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1009 - Effect of amendments

10-1009.
Effect of amendments
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation,  a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1020 - Amendment by board of directors or shareholders

10-1020.
Amendment by board of directors or shareholders
A. A corporation's board of directors may amend or repeal the corporation's bylaws unless either:
1. The articles of incorporation or chapters 1 through 17 of this title reserve this power exclusively to the shareholders in whole or part.
2. The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
B. A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by the board of directors.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1021 - Bylaw increasing quorum or voting requirement for shareholders

10-1021.
Bylaw increasing quorum or voting requirement for shareholders
A. If authorized by the articles of incorporation,  the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders,  or voting groups of shareholders,  than is required by chapters 1 through 17 of this title. The adoption or amendment of a bylaw that adds,  changes or deletes a greater quorum or voting requirement for shareholders shall meet the same quorum requirement and shall be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted,  whichever is greater.
B. A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection A shall not be adopted,  amended or repealed by the board of directors.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1022 - Bylaw increasing quorum or voting requirement for directors

10-1022.
Bylaw increasing quorum or voting requirement for directors
A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows:
1. If originally adopted by the shareholders,  only by the shareholders.
2. If originally adopted by the board of directors,  either by the shareholders or by the board of directors.
B. A bylaw that is adopted or amended by the shareholders and that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
C. Action by the board of directors under subsection A,  paragraph 2 to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and shall be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted,  whichever is greater.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1101 - Definitions

10-1101.
Definitions
A. In this article,  unless the context otherwise requires:
1. " Plan"  means a plan of merger,  interest exchange,  conversion,  domestication or division.
2. " Transaction"  means a merger,  an interest exchange,  a conversion,  a domestication or a division.
B. Except for terms defined in chapters 1 through 17 of this title or unless the context otherwise requires,  terms used in this article have the same meanings prescribed in section 29-2102.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1102 - Entity restructuring transactions

10-1102.
Entity restructuring transactions
A. If the board of directors of a domestic corporation adopts a plan and,  if required by section 10-1103,  the shareholders approve a plan,  the domestic corporation may be a party to or otherwise undertake a transaction by adopting a plan and complying with this article and the following:
1. With respect to a merger,  title 29,  chapter 6,  article 2.
2. With respect to an interest exchange,  title 29,  chapter 6,  article 3.
3. With respect to a conversion,  title 29,  chapter 6,  article 4.
4. With respect to a domestication,  title 29,  chapter 6,  article 5.
5. With respect to a division,  title 29,  chapter 6,  article 6.
B. The effective time and date of the transaction are as provided in title 29,  chapter 6. Except as expressly set forth in this article,  the procedures regarding the effect of and all other aspects of the transaction are governed by title 29,  chapter 6.
C. This section does not limit the power of a corporation to acquire all or part of the interests of another entity through a voluntary exchange or otherwise.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1104 - Merger or other transaction involving subsidiary

10-1104.
Merger or other transaction involving subsidiary
A. A parent entity owning at least ninety per cent of the outstanding shares of each class of a subsidiary domestic corporation may merge the subsidiary into itself,  cause the conversion,  domestication or division of the subsidiary or cause the shares of the subsidiary to be acquired in an interest exchange without approval of the interest holders of the parent or the shareholders of the subsidiary.
B. The governors of the parent shall adopt a plan that complies with title 29,  chapter 6.
C. The parent shall mail a copy or summary of the plan to each shareholder,  other than the parent,  of the subsidiary who does not waive the mailing requirement in writing.
D. The parent may not deliver a statement of merger or other transaction to the commission for filing until at least thirty days after the date it mailed a copy of the plan to each shareholder of the subsidiary who did not waive the mailing requirement.
E. A statement of merger or other transaction in connection with a transaction that is governed by this section shall not contain amendments to the public organizational document of the parent entity.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1105 - Statement of merger or interest exchange; publication or posting

10-1105.
Statement of merger or interest exchange;  publication or posting
Within sixty days after the commission approves the filing of a statement of merger or statement of interest exchange,  either of the following must occur:
1. A copy of the statement of merger or statement of interest exchange shall be published. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1201 - Sale of assets in regular course of business and mortgage of assets

10-1201.
Sale of assets in regular course of business and mortgage of assets
A. On the terms and conditions and for the consideration determined by the board of directors,  a corporation may:
1. Sell,  lease,  exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of business.
2. Mortgage,  pledge,  dedicate to the repayment of indebtedness,  whether with or without recourse,  or otherwise encumber any or all of its property whether or not in the usual and regular course of business.
3. Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.
B. Unless the articles of incorporation require it,  approval by the shareholders of a transaction described in subsection A is not required.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1202 - Sale of assets other than in regular course of business

10-1202.
Sale of assets other than in regular course of business
A. On the terms and conditions and for the consideration determined by the corporation's board of directors,  a corporation may sell,  lease,  exchange or otherwise dispose of all or substantially all of its property,  with or without the goodwill,  other than in the usual and regular course of business,  if the board of directors proposes and its shareholders approve the proposed transaction.
B. For a transaction to be authorized:
1. The board of directors shall recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction.
2. The shareholders entitled to vote shall approve the transaction.
C. The board of directors may condition its submission of the proposed transaction on any basis.
D. The corporation shall notify each shareholder,  whether or not entitled to vote,  of the proposed shareholders' meeting in accordance with section 10-705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the sale,  lease,  exchange or other disposition of all or substantially all of the property of the corporation and shall contain or be accompanied by a description of the transaction.
E. Unless the articles of incorporation or the board of directors,  acting pursuant to subsection C of this section,  requires a greater vote or a vote by voting groups,  a majority of all of the votes entitled to be cast on the transaction shall approve the transaction to be authorized.
F. After any sale,  lease,  exchange or other disposition of property is authorized,  the transaction may be abandoned,  subject to any contractual rights,  without further shareholder action.
G. A transaction that constitutes a distribution is governed by section 10-640 and not by this section.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1301 - Definitions

10-1301.
Definitions
In this article,  unless the context otherwise requires:
1. " Beneficial shareholder"  means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
2. " Corporation"  means the issuer of the shares held by a dissenter before the corporate action or the surviving or acquiring corporation by merger or share exchange of that issuer.
3. " Dissenter"  means a shareholder who is entitled to dissent from corporate action under section 10-1302 and who exercises that right when and in the manner required by article 2 of this chapter.
4. " Fair value"  with respect to a dissenter's shares means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects,  excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion is inequitable.
5. " Interest"  means interest from the effective date of the corporate action until the date of payment at the average rate currently paid by the corporation on its principal bank loans or,  if none,  at a rate that is fair and equitable under the circumstances.
6. " Record shareholder"  means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
7. " Shareholder"  means the record shareholder or the beneficial shareholder.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1303 - Dissent by nominees and beneficial owners

10-1303.
Dissent by nominees and beneficial owners
A. A record shareholder may assert dissenters' rights as to fewer than all of the shares registered in the record shareholder's name only if the record shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the record shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the record shareholder dissents and the record shareholder's other shares were registered in the names of different shareholders.
B. A beneficial shareholder may assert dissenters' rights as to shares held on the beneficial shareholder's behalf only if both:
1. The beneficial shareholder submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights.
2. The beneficial shareholder does so with respect to all shares of which the beneficial shareholder is the beneficial shareholder or over which the beneficial shareholder has power to direct the vote.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1320 - Notice of dissenters' rights

10-1320.
Notice of dissenters' rights
A. If proposed corporate action creating dissenters' rights under section 10-1302 is submitted to a vote at a shareholders' meeting,  the meeting notice shall state that shareholders are or may be entitled to assert dissenters' rights under this article and shall be accompanied by a copy of this article.
B. If corporate action creating dissenters' rights under section 10-1302 is taken without a vote of shareholders,  the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and shall send them the dissenters' notice described in section 10-1322.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1321 - Notice of intent to demand payment

10-1321.
Notice of intent to demand payment
A. If proposed corporate action creating dissenters' rights under section 10-1302 is submitted to a vote at a shareholders' meeting,  a shareholder who wishes to assert dissenters' rights shall both:
1. Deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed action is effectuated.
2. Not vote the shares in favor of the proposed action.
B. A shareholder who does not satisfy the requirements of subsection A of this section is not entitled to payment for the shares under this article.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1322 - Dissenters' notice

10-1322.
Dissenters' notice
A. If proposed corporate action creating dissenters' rights under section 10-1302 is authorized at a shareholders' meeting,  the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 10-1321.
B. The dissenters' notice shall be sent no later than ten days after the corporate action is taken and shall:
1. State where the payment demand must be sent and where and when certificates for certificated shares shall be deposited.
2. Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received.
3. Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and that requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date.
4. Set a date by which the corporation must receive the payment demand,  which date shall be at least thirty but not more than sixty days after the date the notice provided by subsection A of this section is delivered.
5. Be accompanied by a copy of this article.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1323 - Duty to demand payment

10-1323.
Duty to demand payment
A. A shareholder sent a dissenters' notice described in section 10-1322 shall demand payment,  certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 10-1322,  subsection B,  paragraph 3 and deposit the shareholder's certificates in accordance with the terms of the notice.
B. A shareholder who demands payment and deposits the shareholder's certificates under subsection A of this section retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.
C. A shareholder who does not demand payment or does not deposit the shareholder's certificates if required,  each by the date set in the dissenters' notice,  is not entitled to payment for the shareholder's shares under this article.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-1324 - Share restrictions

10-1324.
Share restrictions
A. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions are released under section 10-1326.
B. The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.