reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3811 - Vacancy on board

10-3811.
Vacancy on board
A. Unless the articles of incorporation or bylaws provide otherwise,  and except as provided in subsections B and C of this section,  if a vacancy occurs on a board of directors,  including a vacancy resulting from an increase in the number of directors,  either:
1. The members,  if any,  may fill the vacancy.
2. The board of directors may fill the vacancy.
3. If the directors remaining in office constitute fewer than a quorum of the board of directors,  they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
B. Unless the articles of incorporation or bylaws provide otherwise,  if the vacant office was held by a director elected by a class,  chapter,  region or other organizational or geographic unit or grouping,  only members of the class,  chapter,  region,  unit or grouping are entitled to vote to fill the vacancy if it is filled by the members.
C. Unless the articles of incorporation or bylaws provide otherwise,  if a vacant office was held by an appointed director,  only the person who appointed the director may fill the vacancy.
D. If a vacant office was held by a designated director,  the vacancy shall be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable article or bylaw provision,  the vacancy may not be filled by the board.
E. A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 10-3807,  subsection B or otherwise may be filled before the vacancy occurs,  but the new director may not take office until the vacancy occurs.
F. If at any time by reason of death or resignation or other cause a corporation has no directors in office,  any officer or any member may call a special meeting of members.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3820 - Regular and special meetings

10-3820.
Regular and special meetings
A. If the time and place of a directors' meeting is fixed by the bylaws or the board of directors,  the meeting is a regular meeting. All other meetings are special meetings.
B. A board of directors may hold regular or special meetings in or out of this state.
C. Unless the articles of incorporation or bylaws provide otherwise,  the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3821 - Action without meeting

10-3821.
Action without meeting
A. Unless the articles of incorporation or bylaws provide otherwise,  action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more written consents describing the action taken,  signed by each director and included in the minutes filed with the corporate records reflecting the action taken.
B. Action taken under this section is effective when the last director signs the consent,  unless the consent specifies a different effective date.
C. The consent signed under this section has the effect of a meeting vote and may be described as such in any document.
D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent.
E. For the purposes of this section,  a consent may be signed using an electronic signature as defined in section 44-7002.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3822 - Call and notice of meetings

10-3822.
Call and notice of meetings
A. Unless the articles of incorporation,  bylaws or subsection C of this section provide otherwise,  regular meetings of the board of directors may be held without notice of the date,  time,  place or purpose of the meeting.
B. Unless the articles of incorporation,  bylaws or subsection C of this section provide otherwise,  special meetings of the board of directors shall be preceded by at least two days' notice of the date,  time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
C. In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least two days' written notice that the matter will be voted on at a directors' meeting or unless notice is waived pursuant to section 10-3823.
D. Unless the articles of incorporation or bylaws provide otherwise,  the presiding officer of the board of directors,  the president or twenty per cent of the directors then in office may call and give notice of a meeting of the board.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3823 - Waiver of notice

10-3823.
Waiver of notice
A. A director may waive any notice required by chapters 24 through 40 of this title,  the articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided in subsection B of this section,  the waiver shall be in writing and signed by the director entitled to the notice,  or by electronic transmission,  and filed with the minutes or corporate records.
B. A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly on the director's arrival at the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
C. For the purposes of this section,  a waiver may be signed using an electronic signature as defined in section 44-7002.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3824 - Quorum and voting

10-3824.
Quorum and voting
A. Unless the articles of incorporation or bylaws require a different number,  a quorum of a board of directors consists of either:
1. A majority of the fixed number of directors if the corporation has a fixed board size.
2. A majority of the number of directors prescribed,  or if no number is prescribed,  the number in office immediately before the meeting begins,  if the corporation has a variable range size board.
B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of at least one-third of the fixed or prescribed number of directors determined under subsection A.
C. The articles of incorporation or bylaws may specify that,  if a quorum is present when a meeting is convened,  the quorum shall be deemed to exist until the meeting is adjourned,  notwithstanding the departure of one or more directors.
D. If a quorum is present when a vote is taken,  the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
E. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless either:
1. The director objects at the beginning of the meeting or promptly on the director's arrival to holding it or transacting business at the meeting.
2. The director's dissent or abstention from the action taken is entered in the minutes of the meeting.
3. The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation before 5:00 p.m. on the next business day after the meeting.
F. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
G. The articles of incorporation or bylaws may authorize a director to vote in person or by proxy. The following provisions apply to voting by proxy:
1. A director may appoint a proxy to vote or otherwise act for the director by signing an appointment form,  either personally or by the director's attorney-in-fact. The appointment does not relieve the director of liability for acts or omissions imposed by law on directors.
2. An appointment of a proxy is effective when received by the secretary. An appointment is valid for one month unless a different period is expressly provided in the appointment form.
3. An appointment of a proxy is revocable by the director.
4. The death or incapacity of the director appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless written notice of the death or incapacity is received by the secretary before the proxy exercises its authority under the appointment.
5. Subject to any express limitation on the proxy's authority appearing on the face of the appointment form,  a corporation is entitled to accept the proxy's vote or other action as of the shareholder making the appointment.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3825 - Committees of the board

10-3825.
Committees of the board
A. Unless the articles of incorporation or bylaws provide otherwise,  the board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have one or more members,  and each member of a committee shall serve at the pleasure of the board of directors.
B. The creation of a committee and appointment of members of the board of directors to it must be approved by the greater of:
1. A majority of all the directors in office when the action is taken.
2. The number of directors required by the articles of incorporation or bylaws to take action under section 10-3824.
C. Sections 10-3820 through 10-3824 governing meetings,  action without meetings and notice,  waiver of notice,  quorum and voting requirements of the board of directors also apply to committees and their members.
D. Subject to the limitations set forth in subsection E of this section,  each committee of the board may exercise the authority of the board of directors under section 10-3801 to the extent specified by the board of directors or in the articles of incorporation or bylaws.
E. A committee shall not take any of the following actions:
1. Authorize distributions.
2. Approve or recommend to members any action that requires the members' approval under this chapter.
3. Fill vacancies on the board of directors or on any of its committees.
4. Adopt,  amend or repeal bylaws.
5. Fix the compensation of directors for serving on the board of directors or any committee of the board of directors.
F. The creation of,  delegation of authority to or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 10-3830.
G. The board of directors may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3830 - General standards for directors

10-3830.
General standards for directors
A. A director's duties,  including duties as a member of a committee,  shall be discharged:
1. In good faith.
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
3. In a manner the director reasonably believes to be in the best interests of the corporation.
B. In discharging duties,  a director is entitled to rely on information,  opinions,  reports or statements,  including financial statements and other financial data,  if prepared or presented by any of the following:
1. One or more officers or employees of the corporation whom the director reasonably believes are reliable and competent in the matters presented.
2. Legal counsel,  public accountants or other person as to matters the director reasonably believes are within the person's professional or expert competence.
3. A committee of or appointed by the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
4. In the case of corporations organized for religious purposes,  religious authorities and ministers,  priests,  rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
C. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B unwarranted.
D. A director is not liable for any action taken as a director or any failure to take any action if the director's duties were performed in compliance with this section. In any proceeding commenced under this section or any other provision of this chapter,  a director has all of the defenses and presumptions ordinarily available to a director. A director is presumed in all cases to have acted,  failed to act or otherwise discharged such director's duties in accordance with subsection A. The burden is on the party challenging a director's action,  failure to act or other discharge of duties to establish by clear and convincing evidence facts rebutting the presumption.
E. A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation,  including property that may be subject to restrictions imposed by the donor or transferor of that property.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3833 - Liability for unlawful distributions

10-3833.
Liability for unlawful distributions
A. A director who votes for or assents to a distribution made in violation of sections 10-11301 and 10-11302 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating sections 10-11301 and 10-11302 or the articles of incorporation if it is established that the director's duties were not performed in compliance with section 10-3830.
B. A director of a corporation who is present at a meeting of its board of directors at which action on any distribution in violation of section 10-11301 is taken is presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the secretary of the meeting before the adjournment of the meeting or forwards the dissent by registered or certified mail to the secretary of the corporation before 5:00 p.m. of the next business day after the adjournment of the meeting. The right to dissent does not apply to a director who voted in favor of the action.
C. A director who is held liable under subsection A of this section for an unlawful distribution is entitled to contribution from:
1. Every other director who could be held liable under subsection A of this section for the unlawful distribution.
2. Each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of sections 10-11301 and 10-11302 or the articles of incorporation.
D. A proceeding under this section is barred unless it is commenced within two years after the date on which the distribution is made.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3840 - Officers

10-3840.
Officers
A. A corporation shall have the officers described in its articles of incorporation or bylaws or appointed by the board of directors in accordance with the articles of incorporation or bylaws.
B. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
C. The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.
D. The same individual may simultaneously hold more than one office in a corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3841 - Duties and authority of officers

10-3841.
Duties and authority of officers
Each officer has the authority and shall perform the duties set forth in the bylaws or,  to the extent consistent with the bylaws,  the duties and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties and authority of other officers.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3842 - Standards of conduct for officers

10-3842.
Standards of conduct for officers
A. If an officer has discretionary authority with respect to any duties,  an officer's duties shall be discharged under that authority:
1. In good faith.
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
3. In a manner the officer reasonably believes to be in the best interests of the corporation.
B. In discharging duties,  an officer is entitled to rely on information,  opinions,  reports or statements,  including financial statements and other financial data,  if prepared or presented by either:
1. One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.
2. Legal counsel,  public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
3. In the case of corporations organized for religious purposes,  religious authorities and ministers,  priests,  rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.
C. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B unwarranted.
D. An officer is not liable for any action taken as an officer or any failure to take any action if the officer's duties were performed in compliance with this section. In any proceeding commenced under this section or any other provision of this chapter,  an officer has all of the defenses and presumptions ordinarily available to an officer. An officer is presumed in all cases to have acted,  failed to act or otherwise discharged such officer's duties in accordance with subsection A. The burden is on the party challenging an officer's action,  failure to act or other discharge of duties to establish by clear and convincing evidence facts rebutting the presumption.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3843 - Resignation and removal of officers

10-3843.
Resignation and removal of officers
A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event. If a resignation is made effective at a later date or event and the corporation accepts the later effective date,  its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
B. A board of directors may remove any officer at any time with or without cause.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3844 - Contract rights of officers

10-3844.
Contract rights of officers
A. The appointment of an officer does not itself create contract rights.
B. An officer's removal does not affect the officer's contract rights,  if any,  with the corporation. An officer's resignation does not affect the corporation's contract rights,  if any,  with the officer.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3845 - Officers' authority to execute documents

10-3845.
Officers' authority to execute documents
Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by two individuals who are either:
1. Both the presiding officer of the board of directors and the president.
2. Either the presiding officer of the board of directors or the president,  and one of the following:
(a) A vice-president.
(b) The secretary.
(c) The treasurer.
(d) The executive director.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3851 - Authority to indemnify

10-3851.
Authority to indemnify
A. Except as provided in subsection D of this section,  a corporation may indemnify an individual made a party to a proceeding because either:
1. The individual is or was a director against liability incurred in the proceeding if all of the following conditions exist:
(a) The individual's conduct was in good faith.
(b) The individual reasonably believed:
(i) In the case of conduct in an official capacity with the corporation,  that the conduct was in its best interests.
(ii) In all other cases,  that the conduct was at least not opposed to its best interests.
(c) In the case of any criminal proceedings,  the individual had no reasonable cause to believe the conduct was unlawful.
2. The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section 10-3202,  subsection B,  paragraph 2.
B. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection A,  paragraph 1,  subdivision (a) of this section.
C. The termination of a proceeding by judgment,  order,  settlement or conviction or on a plea of no contest or its equivalent is not of itself determinative that the director did not meet the standard of conduct described in this section.
D. A corporation may not indemnify a director under this section either:
1. In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation.
2. In connection with any other proceeding charging improper personal benefit to the director,  whether or not involving action in the director's official capacity,  in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
E. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3852 - Mandatory indemnification

10-3852.
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 › § 10-3853 - Advance for expenses

10-3853.
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 to the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in section 10-3851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation pursuant to section 10-3202,  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 10-3852 and it is ultimately determined 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 10-3830 or 10-3842.
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 10-3852.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3854 - Court ordered indemnification

10-3854.
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 advances for expenses if it determines either:
1. The director is entitled to mandatory indemnification under section 10-3852,  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 the relevant circumstances,  whether or not the director met the standard of conduct set forth in section 10-3851 or was adjudged liable as described in section 10-3851,  subsection D,  but if the director was adjudged liable under section 10-3851,  subsection D,  indemnification is limited to reasonable expenses incurred.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3855 - Determination and authorization of indemnification

10-3855.
Determination and authorization of indemnification
A. A corporation may not indemnify a director under section 10-3851 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 10-3851.
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 of directors.
3. By the members,  but directors who are at the time parties to the proceeding may not vote on the determination.
C. Neither special legal counsel nor any member 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 10-3830.
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 › § 10-3856 - Indemnification of officers

10-3856.
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 members.
(iii) An intentional violation of criminal law.
B. Subsection A,  paragraph 2 of this section applies to an officer who is also 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 10-3852,  subsection A and may apply to a court under section 10-3854 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 › § 10-3857 - Insurance

10-3857.
Insurance
A corporation may purchase and maintain insurance 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 person against the same liability under this article.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3858 - Application of article

10-3858.
Application of article
A. A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation,  bylaws,  a resolution of its members or board of directors or a contract or otherwise is valid only if and to the extent the provision is consistent with this article. If the articles of incorporation limit indemnification or advances for expenses,  indemnification and advances for expenses are valid only to the extent consistent with the articles of incorporation.
B. This article does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
C. This article does not limit a corporation's power to indemnify,  advance expenses or maintain insurance on behalf of an employee or agent.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3861 - Judicial action

10-3861.
Judicial action
A. A transaction that is effected or proposed to be effected by a corporation,  or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest,  and that is not a director's conflicting interest transaction shall not be enjoined,  be set aside or give rise to an award of damages or other sanctions in a proceeding by a member or by or in the right of the corporation,  because a director of the corporation,  or any person with whom or with which the director has a personal,  economic or other association,  has an interest in the transaction.
B. A director's conflicting interest transaction shall not be enjoined,  be set aside or give rise to an award of damages or other sanctions in a proceeding by a member by or in the right of the corporation,  because the director,  or any person with whom or with which the director has a personal,  economic or other association,  has an interest in the transaction,  if either:
1. Directors' action respecting the transaction was taken at any time in compliance with section 10-3862.
2. Members' action respecting the transaction was taken at any time in compliance with section 10-3863.
3. The transaction,  judged according to the circumstances at the time of commitment,  is established to have been fair to the corporation.
C. Any person seeking to have a director's conflicting interest transaction enjoined,  set aside or give rise to an award of damages or other sanctions shall first prove by clear and convincing evidence that subsection B of this section is not applicable.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3862 - Directors' action; definition

10-3862.
Directors' action;  definition
A. Directors' action respecting a transaction is effective for purposes of section 10-3861,  subsection B,  paragraph 1 if the transaction received the affirmative vote of a majority,  but at least two,  of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them,  to the extent the information was not known by them,  or compliance with subsection B of this section. Action by a committee is effective under this section only if both:
1. All of its members are qualified directors.
2. Members are either all of the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors or the board.
B. If a director has a conflicting interest regarding a transaction but neither the director nor a related person of the director specified in section 10-3860,  paragraph 3,  subdivision (a) is a party to the transaction and if the director has a duty under law or professional canon or a duty of confidentiality to another person,  respecting information relating to the transaction such that the director may not make the disclosure described in section 10-3860,  paragraph 4,  subdivision (b),  disclosure is sufficient for purposes of subsection A of this section if the director both:
1. Discloses to the directors voting on the transaction the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction.
2. Plays no part,  directly or indirectly,  in their deliberations or vote.
C. A majority,  but at least two,  of all of the qualified directors on the board of directors or on the committee is a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.
D. For purposes of this section,  " qualified director"  means,  with respect to a director's conflicting transaction,  any director who does not have either:
1. A conflicting interest respecting the transaction.
2. A familial,  financial,  professional or employment relationship with a second director who does have a conflicting interest respecting the transaction,  which relationship would,  in the circumstances,  reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3863 - Members' action; definition

10-3863.
Members' action;  definition
A. Members' action respecting a transaction is effective for purposes of section 10-3861,  subsection B,  paragraph 2 if a majority of the votes entitled to be cast by the holders of all qualified membership interests was cast in favor of the transaction after all of the following:
1. Notice to members describing the director's conflicting interest transaction.
2. Provision of the information referred to in subsection C of this section.
3. Required disclosure to the members who voted on the transaction,  to the extent the information was not known by them.
B. A majority of the votes entitled to be cast by the holders of all qualified membership interests is a quorum for the purposes of action that complies with this section. Subject to subsections C and D of this section,  members' action that otherwise complies with this section is not affected by the presence of members or the voting of membership interests that are not qualified membership interests.
C. For purposes of compliance with subsection A of this section,  a director who has a conflicting interest respecting the transaction shall inform,  before the members' vote,  the secretary,  or other officer or agent of the corporation authorized to tabulate votes,  of the number and the identity of persons holding or controlling the vote of all membership interests that the director knows are beneficially owned,  or the voting of which is controlled,  by the director or by a related person of the director,  or both.
D. If a member's vote does not comply with subsection A of this section solely because of a failure of a director to comply with subsection C of this section and if the director establishes that his failure did not determine and was not intended by him to influence the outcome of the vote,  the court,  with or without further proceedings respecting section 10-3861,  subsection B,  paragraph 3,  may take such action,  respecting the transaction and the director and give such effect,  if any,  to the members' vote,  as it considers appropriate in the circumstances.
E. For purposes of this section,  " qualified membership interests"  means any membership interests entitled to vote with respect to the director's conflicting interest transaction except membership interests that,  to the knowledge,  before the vote,  of the secretary or other officer or agent of the corporation authorized to tabulate votes,  are beneficially owned,  or the voting of which is controlled,  by a director who has a conflicting interest respecting the transaction or by a related person of the director,  or both.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3864 - Conflict of interest policy; exceptions

10-3864.
Conflict of interest policy;  exceptions
A. The board of directors of a corporation shall adopt a policy regarding transactions between the corporation and interested persons,  including the sale,  lease or exchange of property to or from interested persons and the corporation,  the lending or borrowing of monies to or from interested persons by the corporation or the payment of compensation by the corporation for services provided by interested persons. For the purposes of this subsection,  " interested person"  means an officer or director of a corporation or any other corporation,  firm,  association or entity in which an officer or director of a corporation is a member,  officer or director or has a financial interest.
B. The requirements of this section do not apply to any of the following:
1. A corporation that had assets at the end of its last fiscal year with a book value of less than ten million dollars,  net of accumulated depreciation,  or had gross receipts or revenues of less than two million dollars in its last fiscal year.
2. A corporation that offers goods or services only to members who are entitled to vote for its board of directors.
3. A corporation organized for religious purposes that does not have,  as a substantial portion of its business,  the offering of goods or services on a regular basis to the public for remuneration.
4. A corporation organized by or on behalf of the United States,  this state,  a political subdivision of this state or an agency or instrumentality of such a governmental entity.
5. A hospital,  medical,  dental or optometric service corporation licensed pursuant to title 20,  chapter 4,  article 3.
C. For the purposes of subsection B,  paragraph 3:
1. Goods and services include medical,  hospital,  dental or counseling or social services offered on a regular basis to the public for remuneration.
2. A corporation organized for religious purposes includes a corporation or foreign corporation that controls or is controlled directly or indirectly by a corporation or foreign corporation organized for religious purposes.
D. The exemption provided by subsection B,  paragraph 4 does not apply to a corporation that provides services to or operates assets of the governmental entity pursuant to a lease or contract.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11001 - Authority to amend

10-11001.
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 member 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 or purpose of duration of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11002 - Amendment by board of directors

10-11002.
Amendment by board of directors
A. If a corporation has members who are otherwise entitled to vote on amendments to the corporation's articles,  then unless the articles of incorporation provide otherwise,  a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval 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 the corporate name by substituting the word " corporation" ,  " incorporated" ,  " company" ,  " limited" ,  " association" ,  " society" ,  or the abbreviation " corp." ,  " inc." ,  " co." ,  " ltd." ,  " assn."  or " socy."  for a similar word or abbreviation in the name,  or by adding,  deleting or changing a geographical attribution to the name.
5. Make any other change expressly permitted by chapters 24 through 40 of this title or the articles of incorporation to be made by director action.
B. If a corporation has no members or if no members are entitled to vote on the proposed amendment,  the board of directors may adopt one or more amendments to the corporation's articles of incorporation.
C. Adoption of an amendment pursuant to this section requires the approval in writing by any person or persons whose approval is required pursuant to section 10-11030 for an amendment to the articles of incorporation or bylaws.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-11006 - Articles of amendment

10-11006.
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. The date of each amendment's adoption.
4. A statement that the amendment was duly adopted by act of the members or act of the board of directors and,  if applicable,  with the approval required pursuant to section 10-11030.
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.