reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2225 - Court action to appraise shares

10-2225.
Court action to appraise shares
A. If a disqualified shareholder does not accept the professional corporation's offer under section 10-2224,  subsection B within the thirty day period or if the professional corporation does not make an offer pursuant to section 10-2224,  subsection A within the applicable time period,  the shareholder during the following thirty day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty days following the effective date of its offer notice. If it does not do so within the sixty day period or thirty days after the shareholder demand,  whichever is earlier,  the shareholder may commence a proceeding against the corporation to determine the fair value of its shares.
B. The corporation or disqualified shareholder shall commence the proceeding in the superior court in the county in which the corporation's principal office is located or,  if the corporation's principal office is not located in this state,  the county in which the corporation's known place of business is located. The corporation shall make the disqualified shareholder a party to the proceeding as in an action against the disqualified party's shares. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
C. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them,  or in any amendment to it.
D. The disqualified shareholder is entitled to judgment for the fair value of the disqualified shareholder's shares determined by the court as of the date of death,  dissolution,  disqualification or transfer together with interest from that date at a rate found by the court to be fair and equitable.
E. The court may order the judgment to be paid in installments determined by the court.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2226 - Court costs and fees of experts

10-2226.
Court costs and fees of experts
A. The court in an appraisal proceeding commenced under section 10-2225 shall determine all costs of the proceeding,  including the reasonable compensation and expenses of appraisers appointed by the court,  and shall assess the costs against the professional corporation unless the court assesses costs against the disqualified shareholder,  in an amount the court finds equitable,  if the court finds the shareholder acted arbitrarily,  vexatiously or not in good faith in refusing to accept the corporation's offer.
B. The court may also assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of the disqualified shareholder's shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2227 - Cancellation of disqualified shares

10-2227.
Cancellation of disqualified shares
If the shares of a disqualified shareholder are not acquired pursuant to section 10-2223 within ten months after the death or dissolution of the shareholder or within five months after the disqualification or transfer,  the professional corporation shall immediately cancel the shares on its books and the disqualified shareholder shall have no further interest as a shareholder in the corporation other than the right to payment of the price specified in section 10-2223,  subsection B.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2228 - Definition of disqualified shareholder

10-2228.
Definition of disqualified shareholder
In this article,  unless the context otherwise requires,  " disqualified shareholder"  means a shareholder described in subsection 10-2223,  subsection A,  paragraph 1 or 2 or the legal representative of that shareholder.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2231 - Voting of shares

10-2231.
Voting of shares
A. Only a qualified person may be appointed a proxy to vote any voting shares of a professional corporation.
B. A voting trust with respect to voting shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. If a trustee or beneficiary who is a qualified person dies or dissolves and the person to whom the trusteeship or beneficial interest is to devolve is not a person to whom section 10-2222 would permit the shares held by the trust to be transferred or a trustee or beneficiary becomes disqualified,  a voting trust valid under this subsection continues to be valid for ten months after the date of death or for five months after the disqualification occurred.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2233 - Privileged communications

10-2233.
Privileged communications
Nothing in this chapter shall be construed to alter any privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under any applicable law. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2234 - Responsibility for professional services

10-2234.
Responsibility for professional services
A shareholder of a professional corporation is personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by the shareholder or by any person under the shareholder's direct supervision and control while rendering professional services on behalf of the professional corporation to the person for whom the professional services are rendered. The liability of a shareholder of the professional corporation is several only,  and a shareholder is not vicariously responsible for the liability of another shareholder.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2241 - Termination of professional corporation status

10-2241.
Termination of professional corporation status
A. If a professional corporation ceases to render professional services or otherwise elects to terminate its professional corporation status,  it shall amend its articles of incorporation to:
1. Delete references to rendering professional services,  unless as described in section 10-2213 the services may be rendered in the business corporation form.
2. Delete references to it being a professional corporation.
3. Conform its corporation name to the requirements of section 10-401.
B. After the amendment becomes effective,  the corporation may continue in existence as a business corporation under chapters 1 through 17 of this title and it is no longer subject to this chapter.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2242 - Judicial dissolution

10-2242.
Judicial dissolution
The attorney general may commence a proceeding under sections 10-1430 through 10-1433 to dissolve a professional corporation if:
1. The commission serves written notice on the corporation under section 10-504 that it has violated or is violating a provision of this chapter.
2. The corporation does not correct each alleged violation,  or demonstrate to the reasonable satisfaction of the commission that it did not occur,  within sixty days after service of the notice is perfected under section 10-504.
3. The commission certifies to the attorney general a description of the violation,  that it notified the corporation of the violation and that the corporation did not correct it,  or demonstrate that it did not occur,  within sixty days after perfection of service of the notice.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2244 - Authority to transact business

10-2244.
Authority to transact business
A. Except as provided in subsection C of this section,  a foreign professional corporation shall not transact business in this state until it is granted authority to transact business in this state from the commission.
B. A foreign professional corporation may not obtain authority to transact business in this state unless:
1. Its corporate name satisfies the requirements of section 10-2215.
2. It is incorporated for one or more of the purposes described in section 10-2211.
3. At least one-half of its shareholders who are entitled to vote for the election of directors,  at least one-half of its directors and its president,  if any,  are licensed in one or more states to render a professional service described in its articles of incorporation.
C. A foreign professional corporation is not required to obtain authority to transact business in this state unless it maintains or intends to maintain an office in this state for the conduct of business or professional practice.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2245 - Application for authority to transact business

10-2245.
Application for authority to transact business
The application of a foreign professional corporation for authority to transact business in this state shall contain the information prescribed in section 10-1503 and shall include a statement that at least one-half of its shareholders who are entitled to vote for the election of directors,  at least one-half of its directors and its president,  if any,  are licensed in one or more states to render a professional service described in its articles of incorporation and be accompanied by a statement from the licensing authority indicating that at least one of its shareholders or employees is licensed in this state to render that professional service.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2246 - Revocation of certificate of authority

10-2246.
Revocation of certificate of authority
Pursuant to chapter 15,  article 3 of this title,  the commission may administratively revoke the authority of a foreign professional corporation to transact business in this state if a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation certifies to the commission that the corporation has violated or is violating a provision of this chapter and describes the violation in the certificate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2252 - Purposes

10-2252.
Purposes
The purposes of a corporation formed under the terms of this chapter shall be to:
1. Assist,  promote,  encourage and,  through the cooperative efforts of the shareholders and the members of the corporation,  develop and advance the business prosperity and economic welfare of Arizona.
2. Encourage and assist in the location of new business and industry in Arizona.
3. Rehabilitate existing business and industry in Arizona.
4. Stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the state,  provide maximum opportunities for employment,  encourage thrift,  and improve the standard of living of the citizens of the state.
5. Cooperate and act in conjunction with other organizations,  public or private,  the objects of which are the promotion and advancement of industrial,  commercial,  agricultural or recreational development of the state.
6. Furnish money and credit to approved and deserving applicants for the promotion,  development and conduct of all kinds of business activity in the state,  thereby establishing a source of capital and credit not otherwise readily available therefor.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2255 - Loans by members

10-2255.
Loans by members
A. Notwithstanding the provisions of any other law,  the notes or other interest-bearing obligations of a corporation shall be legal investments for the members of the corporation,  subject to the applicable loan limits of subsection B.
B. As required by its loan agreement,  a member shall lend funds to the corporation as and when called upon by it to do so,  but the total amount in which a corporation may be indebted to a member at any one time shall not exceed:
1. If a bank,  two per cent of the total of the bank's capital stock,  surplus,  capital notes and capital debentures.
2. If a savings and loan association,  one per cent of loans outstanding or two hundred fifty thousand dollars,  whichever is the lesser.
C. All loan limits shall be established at the thousand dollars nearest to the amount computed on an actual basis. All calls of funds which members are committed to lend to a corporation shall be prorated by the corporation among the members in the same proportion that the lending commitment of each bears to the aggregate lending commitments of all members of the corporation. Upon six months' prior written notice to the corporation of its intention,  a member may terminate its loan agreement and after the effective date of withdrawal,  the member shall not be obligated to make any loan to the corporation,  but shall remain a member so long as the corporation is indebted to it.
D. At no time shall the total obligations of a corporation exceed ten times the amount of its paid-in capital and surplus.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2256 - Authority to become shareholders

10-2256.
Authority to become shareholders
Notwithstanding any other rule or provision of law or any provision in their respective charters,  agreements of association,  articles or organization,  certificates or articles of incorporation to the contrary,  all persons,  except banks and savings and loan associations,  organized for the purpose of doing or authorized to do business within this state,  including without implied limitation any railroad or transportation corporation or other public utility,  are authorized to acquire,  purchase,  hold,  sell,  assign,  transfer,  mortgage,  pledge or otherwise dispose of any bonds,  securities,  or other evidences of indebtedness created by or the shares of the capital stock of a corporation,  and while owners of the stock,  to exercise all the rights,  powers and privileges of ownership without the approval of any regulatory authority of this state.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2257 - Temporary board of directors

10-2257.
Temporary board of directors
Until the election of a board of directors under section 10-2258,  all of the affairs of the corporation shall be conducted by a temporary board of directors. The temporary board shall consist of fifteen members who shall all be at least eighteen years of age and citizens of the United States and who shall be designated by incorporators of the corporation in the articles of incorporation. Upon the election and qualification of a board of directors under section 10-2258,  the temporary board of directors shall be deemed dissolved.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2258 - Board of directors

10-2258.
Board of directors
A. The affairs of a corporation shall be conducted by a board of directors,  consisting of fifteen persons,  who shall all be at least eighteen years of age and be citizens of the United States. In addition,  the executive director of the Arizona development board or its successor,  shall act as a nonvoting ex officio member of the board of directors.
B. At the first meeting of the shareholders and members of a corporation and at each annual meeting thereafter,  six directors shall be elected by the shareholders and nine directors shall be elected by the members. Each member shall have one vote for each $1, 000 of the member's outstanding loans to the corporation and the uncalled balance of the member's loan agreement with the corporation. A member shall be entitled to cast the member's votes for directors on a cumulative basis.
C. The first meeting of the shareholders and members of the corporation shall be held at a time and place to be fixed by the temporary board of directors,  which shall be as soon as reasonably possible after the certificate required by section 10-2261 has been filed with the deputy director of financial institutions.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2259 - Method of incorporation

10-2259.
Method of incorporation
A. A corporation may be formed by five or more residents of this state who each subscribe to at least one share of stock of the corporation.
B. The articles of incorporation shall set forth:
1. The name of the proposed corporation,  which shall include the words " business development corporation" .
2. The purpose for which the corporation is to be formed,  which shall be within the purposes and powers set forth in this chapter.
3. The location of the principal place of business of the corporation,  but the corporation may have offices in such other places in this state as may be fixed by the board of directors.
4. The term of its existence.
5. The authorized capital stock of the corporation.
6. The names and addresses of the incorporators and the amount of their capital stock subscriptions.
7. The names and addresses of eight temporary directors.
8. The name and address of the treasurer.
9. The names and addresses of five qualified banks that have obligated themselves to become members of the corporation at the time of its incorporation.
10. Any other provisions not inconsistent with law that the proposed corporation may adopt governing the regulation and conduct of its affairs.
C. A corporation formed under this chapter may amend its articles of incorporation provided that prior to the filing of articles of amendment with the corporation commission the articles of amendment shall have been approved by the deputy director of financial institutions in the manner and as provided for in section 10-2260.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2260 - Approval of articles of incorporation; incorporation

10-2260.
Approval of articles of incorporation;  incorporation
A. The articles of incorporation required by this chapter shall be filed with the deputy director of financial institutions. Within sixty days after the receipt of the articles of incorporation,  the deputy director shall approve or disapprove the articles of incorporation.
B. If the deputy director disapproves the articles,  the deputy director shall promptly give notice of the disapproval to the incorporators,  stating in detail the reason for the deputy director's action. On remedying the defect or defects,  the incorporators,  in the same manner,  may refile the articles.
C. If the deputy director finds that the articles of incorporation are in the form prescribed by this chapter or have been made to conform with this chapter,  the deputy director shall conduct any investigation deemed necessary to ascertain from the best sources of information available:
1. Whether the name of the proposed corporation is likely to mislead the public as to its character or purposes.
2. Whether the convenience and advantage of the public will be served by the proposed corporation.
3. Whether the economic condition of the area in which the corporation may be expected to do most of its business affords reasonable promise of adequate support for the activities of such corporation.
4. Whether the responsibility,  character and general fitness for the business of the incorporators,  directors and officers named in the articles are such as to command confidence and to warrant the belief that the business of the proposed corporation will be honestly and efficiently conducted,  in accordance with the intent and purpose of this chapter.
D. If the deputy director finds,  on the basis of the facts disclosed by the deputy director's investigation,  that the proposed incorporation meets all the requirements of this chapter,  the deputy director shall endorse approval on the articles of incorporation and the articles may then be filed with the corporation commission. The corporation commission shall not issue a certificate of incorporation to a business development corporation without the approval by the deputy director endorsed on the articles of incorporation.
E. If the deputy director finds,  on the basis of the facts disclosed by the deputy director's investigation,  that the proposed incorporation does not meet all the requirements of this chapter,  the deputy director shall disapprove the articles and return them to the incorporators stating in detail the reasons for doing so.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2261 - Authorization to commence business

10-2261.
Authorization to commence business
A corporation formed under this chapter shall not begin the transaction of any business,  except such as is incident to its organization or to the obtaining of members of subscriptions to or payment for its shares,  until it certifies to the deputy director of financial institutions that there has been paid into the corporate treasury a minimum of $100, 000 from the sale at par value of the capital stock of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2262 - Surplus and dividends

10-2262.
Surplus and dividends
Each year a corporation shall set apart,  as earned surplus,  all of its net earnings until such earned surplus shall equal the total of the capital and paid-in surplus then outstanding or ten per cent of the total outstanding borrowings of the corporation whichever is greater. The earned surplus shall be held in cash,  shall be invested in United States government bonds or such other securities as may be legal investments under section 10-2263 and shall be kept and used to meet losses and contingencies of such corporation. Whenever the amount of earned surplus shall become impaired it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors,  after providing for such reserves as the directors deem desirable and the directors' determination made in good faith shall be conclusive on all persons. After setting aside the required reserves the directors may declare dividends from the balance of net earnings.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2263 - Investment of excess funds

10-2263.
Investment of excess funds
A. If the board of directors determines at any time that funds are available in excess of the demands and needs of the corporation,  the corporation may invest such funds as follows:
1. In an account of any bank or savings and loan association authorized to do business in Arizona.
2. In obligations of or fully guaranteed by the United States government.
3. Bonds or other direct obligations of or guaranteed as to principal and interest by this state.
4. Bonds or other evidences of indebtedness which are direct general obligations of any county,  incorporated city or town,  school district,  or other political subdivision or municipal corporation of this state.
B. A corporation shall not deposit or invest any of its funds in any bank or savings and loan association unless such institution has been designated as a depository by a vote of the majority of the directors of the corporation,  exclusive of any director who is an officer or director of the depository so designated. A corporation shall not receive money on deposit.
C. A corporation shall not make any loan,  directly or indirectly,  to any of its officers or directors or to any person,  corporation or other form of organization in which such officer or director is a member,  director or officer or in which such officer or director has any interest,  direct or indirect,  financial or otherwise,  except when a full and complete disclosure of the relationship is made at a regularly called meeting of the board of directors of the corporation,  entered upon the minutes,  and voted on by secret ballot with the officer or director making such disclosure refraining from voting on the motion.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2264 - Members as agents for corporations

10-2264.
Members as agents for corporations
A corporation may by contract authorize and empower any member to act as agent for the corporation in the carrying out of the purposes for which such corporation was formed and to render to the corporation such administrative auditing,  collecting and other related fiscal services as shall be deemed by the directors necessary for the proper and efficient operation and management of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2265 - Supervision and reports

10-2265.
Supervision and reports
The deputy director of financial institutions may supervise,  examine and control a corporation in the same manner as financial institutions are so supervised,  examined and controlled by the deputy director pursuant to law,  except that it shall not be the duty of the deputy director to supervise the investment or lending policies of a corporation. In addition to such other reports as are required by law,  a corporation shall make an annual report of its condition to the deputy director on or before March 1 of each year. An audit report prepared by a certified public accountant shall accompany the annual report of condition. The audit may be accepted by the deputy director in lieu of an examination.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2267 - Merger, interest exchange, conversion, domestication or division; definitions

10-2267.
Merger,  interest exchange,  conversion,  domestication or division;  definitions
A. A domestic business development corporation may be a party to or otherwise undertake a merger,  an interest exchange,  a conversion,  a domestication or a division by complying with chapters 11 and 13 of this title and title 29,  chapter 6.
B. If a domestic business development corporation is to be created in a merger,  a conversion,  a domestication or a division:
1. The shareholders of the corporation must be residents of this state as prescribed by section 10-2259,  subsection A.
2. The formation of the corporation must otherwise comply with this chapter.
C. For the purposes of this section:
1. " Conversion"  means a transaction authorized by title 29,  chapter 6,  article 4.
2. " Division"  means a transaction authorized by title 29,  chapter 6,  article 6.
3. " Domestication"  means a transaction authorized by title 29,  chapter 6,  article 5.
4. " Interest exchange"  means a transaction authorized by title 29,  chapter 6,  article 3.
5. " Merger"  means a transaction authorized by title 29,  chapter 6,  article 2.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2401 - Application and effect of chapter

10-2401.
Application and effect of chapter
A. This chapter is applicable to all benefit corporations.
B. The existence of a provision of this chapter does not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. This chapter does not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.
C. Except as otherwise provided in this chapter,  chapters 1,  2,  3,  4,  5,  6,  7,  8,  10,  11,  12,  13,  14,  15,  16 and 17 of this title are generally applicable to all benefit corporations. The specific provisions of this chapter control over the general provisions of chapters 1 through 17 of this title.
D. A benefit corporation may be subject simultaneously to this chapter and chapter 18 or 20 of this title. In that event,  the provisions of this chapter control over chapter 18 or 20.
E. A provision of the articles of incorporation or bylaws of a benefit corporation may not limit,  be inconsistent with or supersede a provision of this chapter.
F. The enumeration in this chapter of powers and interests of a benefit corporation does not imply that the powers and interests do not exist in or may not be considered by any other type of corporation,  and unless provided otherwise in the articles of incorporation or bylaws or a resolution of the board of directors,  any corporation formed under this title has the powers of a benefit corporation under this chapter and a director of any corporation formed under this title may consider any interests that may be considered by a director of a benefit corporation under this chapter in determining what is in the best interests of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2404 - Election of benefit corporation status

10-2404.
Election of benefit corporation status
A. An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain,  in addition to the requirements of section 10-202,  a statement that the corporation is a benefit corporation. In order to be effective,  the amendment must be adopted by at least the supermajority status vote.
B. If an entity that is not a benefit corporation is a party to a merger or the acquired entity in a share exchange,  and the surviving or acquired entity in the merger or share exchange is to be a benefit corporation,  the plan of merger or share exchange must be adopted by at least the supermajority status vote.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2405 - Termination of benefit corporation status

10-2405.
Termination of benefit corporation status
A. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by section 10-2403 or 10-2404 to be stated in the articles of a benefit corporation. In order to be effective,  the amendment must be adopted by at least the minimum status vote.
B. Any sale,  lease,  exchange or other disposition of all or substantially all of the assets of a benefit corporation,  unless the transaction is in the usual and regular course of business,  shall not be effective unless the transaction is approved by at least the minimum status vote.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2406 - Merger, interest exchange, conversion, domestication or division; definitions

10-2406.
Merger,  interest exchange,  conversion,  domestication or division;  definitions
A. A domestic benefit corporation may be a party to or otherwise undertake a merger,  an interest exchange,  a conversion,  a domestication or a division by complying with chapters 11 and 13 of this title and title 29,  chapter 6.
B. If a benefit corporation is to be created in a merger,  a conversion,  a domestication or a division,  the formation of the corporation must otherwise comply with this chapter.
C. If a merger,  an interest exchange,  a conversion,  a domestication or a division would have the effect of terminating the status of a business corporation as a benefit corporation,  the plan must be adopted by at least the minimum status vote in order to be effective.
D. For the purposes of this section:
1. " Conversion"  means a transaction authorized by title 29,  chapter 6,  article 4.
2. " Division"  means a transaction authorized by title 29,  chapter 6,  article 6.
3. " Domestication"  means a transaction authorized by title 29,  chapter 6,  article 5.
4. " Interest exchange"  means a transaction authorized by title 29,  chapter 6,  article 3.
5. " Merger"  means a transaction authorized by title 29,  chapter 6,  article 2.
6. " Plan"  means a plan of merger,  interest exchange,  conversion,  domestication or division.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2421 - Corporate purposes

10-2421.
Corporate purposes
A. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 10-301.
B. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 10-301 and subsection A of this section. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection A of this section.
C. The creation of general public benefit and a specific public benefit under subsections A and B of this section is in the best interests of the benefit corporation.
D. A benefit corporation may amend its articles of incorporation to add,  amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective,  the amendment must be adopted by at least the minimum status vote.
E. A professional corporation that is a benefit corporation does not violate section 10-2211 by having the purpose to create general public benefit or a specific public benefit.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2431 - Standard of conduct for directors

10-2431.
Standard of conduct for directors
A. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation,  the board of directors,  committees of the board and individual directors of a benefit corporation:
1. Shall consider the effects of any action or inaction on:
(a) The shareholders of the benefit corporation.
(b) The employees and workforce of the benefit corporation,  its subsidiaries and its suppliers.
(c) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation.
(d) Community and societal factors,  including those of each community in which offices or facilities of the benefit corporation,  its subsidiaries or its suppliers are located.
(e) The local and global environment.
(f) The short-term and long-term interests of the benefit corporation,  including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation.
(g) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.
2. May consider the interests referred to in section 10-2702 and other pertinent factors or the interests of any other group that they deem appropriate except that they do not have to give priority to the interests of a particular person or group referred to in this subsection over the interests of any other person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles.
B. The consideration of interests and factors in the manner required by subsection A of this section does not constitute a violation of section 10-830.
C. Except as otherwise provided in this section,  the standards of conduct and presumptions prescribed in chapter 8 of this title apply to directors of benefit corporations.
D. Except as provided in the articles of incorporation or bylaws,  a director is not personally liable for monetary damages for failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
E. A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2432 - Standard of conduct for officers

10-2432.
Standard of conduct for officers
A. Each officer of a benefit corporation shall consider the interests and factors described in section 10-2431,  subsection A,  in the manner provided in that subsection,  if both of the following apply:
1. The officer has discretion to act with respect to a matter.
2. It reasonably appears to the officer that the matter may have a material effect on the general public benefit or specific public benefit identified in the articles of incorporation of the benefit corporation.
B. The consideration of interests and factors in the manner described in subsection A of this section does not constitute a violation of section 10-842.
C. Except as otherwise provided in this section,  the standards of conduct and presumptions prescribed in chapter 8 of this title apply to officers of benefit corporations.
D. Except as provided in the articles of incorporation or bylaws,  an officer is not personally liable for monetary damages for failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
E. An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or the specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
F. An officer who makes a business judgment in good faith fulfills the duty under this section if all of the following apply:
1. The officer is not interested in the subject of the business judgment.
2. The officer is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances.
3. The officer rationally believes that the business judgment is in the best interests of the benefit corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2433 - Right of action

10-2433.
Right of action
A. Except in a benefit enforcement proceeding,  a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to either of the following:
1. The failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation.
2. The violation of an obligation,  duty or standard of conduct under this chapter.
B. A benefit corporation is not liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
C. A benefit enforcement proceeding may be commenced or maintained only by either of the following:
1. Directly by the benefit corporation.
2. Derivatively in accordance with chapter 7,  article 4 of this title by any of the following:
(a) A person or group of persons that owns beneficially or of record at least two per cent of the total number of shares of all classes and series outstanding at the time of the act or omission that is the subject of the complaint.
(b) A director.
(c) A person or group of persons that owns beneficially or of record five per cent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission that is the subject of the complaint.
(d) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
D. For the purposes of this section,  a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2441 - Preparation of annual benefit report

10-2441.
Preparation of annual benefit report
A. A benefit corporation shall prepare an annual benefit report that includes all of the following:
1. A narrative description of:
(a) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created.
(b) Both:
(i) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to create.
(ii) The extent to which the specific public benefit was created.
(c) Any circumstances that have hindered the benefit corporation in creating general public benefit or a specific public benefit.
(d) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report.
2. An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard that is either of the following:
(a) Applied consistently with any application of that standard in prior benefit reports.
(b) Accompanied by an explanation of the reasons for either of the following:
(i) Any inconsistent application.
(ii) The change to that standard from the one used in the immediately prior report.
3. The compensation paid by the benefit corporation during the year to each director in the capacity of a director.
4. A statement of any connection between the organization that established the third-party standard,  or its directors,  its officers or any holder of five per cent or more of the governance interests in the organization and the benefit corporation or its directors,  its officers or any holder of five per cent or more of the outstanding shares of the benefit corporation,  or any other financial or governance relationship that might materially affect the credibility of the use of the third-party standard.
B. Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by subsection A,  paragraph 2 of this section is required to be audited or certified by a third-party standards provider.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2442 - Availability of annual benefit report

10-2442.
Availability of annual benefit report
A. A benefit corporation shall send its annual benefit report to each shareholder:
1. Within one hundred twenty days following the end of the fiscal year of the benefit corporation.
2. At the same time the benefit corporation delivers any other annual report to its shareholders.
B. A benefit corporation shall post all of its benefit reports on the public portion of its internet website,  if any,  except that the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.
C. If a benefit corporation does not have an internet website,  the benefit corporation shall provide a copy of its most recent benefit report,  without charge,  to any person that requests a copy,  except that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.
D. Concurrently with the delivery of the benefit report to shareholders under subsection A of this section,  the benefit corporation shall deliver a copy of the benefit report to the Arizona corporation commission for filing,  except that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the Arizona corporation commission.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2702 - Duties of director

10-2702.
Duties of director
In discharging the duties of the position of director under this chapter,  a director of an issuing public corporation,  in considering the best interests of the corporation,  shall consider the long-term as well as the short-term interests of the corporation and its shareholders including the possibility that these interests may be best served by the continued independence of the corporation. This section does not modify the duties of the position of director in any matter outside the scope of this chapter and does not limit the ability of a director to consider any other factor permitted by section 10-830,  subsection D.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2703 - Special meetings of shareholders

10-2703.
Special meetings of shareholders
A. Special meetings of the shareholders of issuing public corporations may be called for any purpose or purposes under this chapter at any time by any of the following:
1. The president.
2. The secretary.
3. Two or more directors.
4. A person authorized in the articles of incorporation or bylaws to call special meetings.
5. A shareholder or shareholders holding ten per cent or more of the voting power of all shares,  except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination,  including any action to change or otherwise affect the composition of the board of directors for that purpose,  must be called by twenty-five per cent or more of the voting power of all shares.
B. A shareholder or shareholders holding the voting power specified in subsection A,  paragraph 5 may demand a special meeting of shareholders by written notice of demand given to the president or secretary of the issuing public corporation and containing the purposes of the meeting. Within thirty days after receipt of the demand by one of those officers,  the board shall cause a special meeting of shareholders to be called and held on notice no later than ninety days after receipt of the demand,  all at the expense of the issuing public corporation. If the board fails to call and hold a special meeting as required by this section,  the shareholder or shareholders making the demand may call the meeting by giving notice as required,  all at the expense of the issuing public corporation.