reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-141 - Notice

10-141.
Notice
A. Notice under chapters 1 through 17 of this title must be in writing unless oral notice is reasonable under the circumstances. Oral notice is not permitted if written notice is required under chapters 1 through 17 of this title.
B. Notice may be communicated in person,  by telephone,  telegraph,  teletype,  fax,  electronic transmission or other form of wire or wireless communication or by mail or private carrier. If these forms of personal notice are impracticable,  notice may be communicated by a newspaper of general circulation in the area where published or by radio,  television or other form of public broadcast communication.
C. Written notice by a domestic or foreign corporation to its shareholders,  if in a comprehensible form,  is effective when mailed,  if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders. If in comprehensible form,  notice given by electronic transmission is effective when directed to an e-mail address shown on the corporation's current record of shareholders.
D. Written notice to a domestic or foreign corporation that is authorized to transact business in this state may be addressed to its statutory agent at its known place of business or to the corporation or its secretary at its principal office shown in its most recent annual report on file with the commission,  or in the case of a foreign corporation that has not yet delivered an annual report,  in its application for a certificate of authority. Unless otherwise prohibited in chapters 1 through 17 of this title,  written notice may also be given by electronic transmission when directed to an e-mail address that the corporation or its statutory agent provides.
E. Except as provided in subsection C,  written notice,  if in a comprehensible form,  is effective at the earliest of the following:
1. When received.
2. Five days after its deposit in the United States mail as evidenced by the postmark,  if mailed postpaid and correctly addressed.
3. On the date shown on the return receipt,  if sent by registered or certified mail,  return receipt requested,  and if the receipt is signed by or on behalf of the addressee.
F. Oral notice is effective when communicated if communicated in a comprehensible manner.
G. If chapters 1 through 17 of this title prescribe notice requirements for particular circumstances,  those requirements govern. If articles of incorporation or bylaws prescribe notice requirements that are not inconsistent with this section or other provisions of chapters 1 through 17 of this title,  those requirements govern.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-142 - Number of shareholders

10-142.
Number of shareholders
A. For purposes of chapters 1 through 17 of this title,  the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:
1. Three or fewer co-owners.
2. Any corporation,  partnership,  trust,  estate or other entity.
3. The trustees,  guardians,  custodians or other fiduciaries of a single trust,  estate or account.
B. For purposes of chapters 1 through 17 of this title,  shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-203 - Incorporation

10-203.
Incorporation
A. Unless a delayed effective date is specified in the articles of incorporation,  incorporation occurs and the corporate existence begins when the articles of incorporation and certificate of disclosure are delivered to the commission for filing.
B. The commission's filing of the articles of incorporation and certificate of disclosure is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation pursuant to chapter 14 of this title.
C. Subject to section 10-124,  if the commission determines that the requirements of chapters 1 through 17 of this title for filing have not been met,  the articles of incorporation and certificate of disclosure shall not be filed and the corporate existence terminates at the time the commission completes the determination. If the corporate existence is terminated pursuant to this subsection,  sections 10-1405,  10-1406 and 10-1407 apply.
D. Within sixty days after the commission approves the filing,  either of the following must occur:
1. A copy of the articles of incorporation shall be published. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-207 - Emergency bylaws

10-207.
Emergency bylaws
A. Unless the articles of incorporation provide otherwise,  the board of directors of a corporation may adopt bylaws to be effective only in an emergency as prescribed in subsection D of this section. The emergency bylaws are subject to amendment or repeal by the shareholders and may make all provisions necessary for managing the corporation during the emergency,  including all of the following:
1. Procedures for calling a meeting of the board of directors.
2. Quorum requirements for the meeting.
3. Designation of additional or substitute directors.
B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
C. Corporate action taken in good faith in accordance with the emergency bylaws both:
1. Binds the corporation.
2. May not be used to impose liability on a corporate director,  officer,  employee or agent.
D. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of a local emergency,  a state of emergency or a state of war emergency,  all as defined in section 26-301.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-303 - Emergency powers

10-303.
Emergency powers
A. In anticipation of or during an emergency as prescribed in subsection D of this section,  the board of directors of a corporation may:
1. Modify lines of succession to accommodate the incapacity of any director,  officer,  employee or agent.
2. Relocate the principal office,  designate alternative principal offices or regional offices or authorize the officers to do so.
B. During an emergency as prescribed in subsection D of this section,  unless emergency bylaws provide otherwise:
1. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner,  including by publication and radio.
2. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting in order of rank and within the same rank in order of seniority as necessary to achieve a quorum.
C. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
1. Binds the corporation.
2. May not be used to impose liability on a corporate director,  officer,  employee or agent.
D. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of a local emergency,  a state of emergency or a state of war emergency all as defined in section 26-301.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-304 - Validity of actions

10-304.
Validity of actions
A. Except as provided in subsection B of this section,  the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
B. A corporation's power to act may be challenged either:
1. In a proceeding by a shareholder against the corporation to enjoin the act.
2. In a proceeding by the corporation,  directly,  derivatively or through any receiver,  trustee or other legal representative,  against an incumbent or former director,  officer,  employee or agent of the corporation.
3. In a proceeding by the attorney general as provided in chapters 1 through 17 of this title to dissolve the corporation or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.
C. In a shareholder's proceeding under subsection B,  paragraph 1 of this section to enjoin an unauthorized corporate act,  the court may enjoin or set aside the act,  if equitable and if all affected persons are parties to the proceeding,  and may award damages for loss,  other than anticipated profits,  suffered by the corporation or another party because of enjoining the unauthorized act.
D. Except as provided in sections 10-831 and 10-845,  any person who purports to act on behalf of a corporation as an officer or a director and who knew or should have known that the person did not have authority to act is liable for all debts and liabilities incurred by the act. This subsection does not apply to a person who acts on behalf of a corporation that has been administratively dissolved unless the person has actual knowledge of the dissolution.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-402 - Reserved name

10-402.
Reserved name
A. A person may reserve the exclusive use of a corporate name,  including a fictitious name to be adopted by a foreign corporation under section 10-1506,  by delivering an application to the commission for filing. The application shall be executed by the applicant or an authorized agent of the applicant and shall set forth the name and address of the applicant and the name proposed to be reserved. If the commission finds that the corporate name applied for is available,  it shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty day period.
B. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the commission a notice of the transfer that shall be executed by the applicant or an authorized agent of the applicant and that states the name and address of the transferee. The transfer shall not extend the period for which the name is reserved.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-403 - Registered name

10-403.
Registered name
A. A foreign corporation may register its corporate name or its corporate name with any addition required by section 10-1506,  if the name is distinguishable on the records of the commission from the corporate names that are not available under section 10-401,  subsection B.
B. A foreign corporation may register its corporate name or its corporate name with any addition required by section 10-1506 by delivering to the commission for filing an application both:
1. Setting forth its corporate name or its corporate name with any addition required by section 10-1506,  the state or country of domicile and date of its incorporation and a brief description of the nature of the business in which it is engaged.
2. Accompanied by a certificate of existence or a similar document from the state or country of incorporation that has been issued within sixty days of delivering the application for filing with the commission.
C. The name is registered for the applicant's exclusive use on the effective date of the application. The registration expires one year after the effective date of the application unless it is renewed pursuant to subsection D of this section.
D. A foreign corporation whose registration is effective may renew it for successive years by delivering to the commission for filing a renewal application that complies with the requirements of subsection B of this section. The renewal application when filed renews the registration for one year after the effective date of the renewal application.
E. A foreign corporation whose registration is effective may qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation incorporated under chapters 1 through 17 of this title or by another foreign corporation authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-501 - Known place of business and statutory agent

10-501.
Known place of business and statutory agent
Each corporation shall continuously maintain in this state both:
1. A known place of business that may be the address of its statutory agent.
2. A statutory agent who may be either:
(a) An individual who resides in this state.
(b) A domestic corporation formed under this title.
(c) A foreign corporation authorized to transact business in this state.
(d) A limited liability company formed under title 29.
(e) A limited liability company authorized to transact business in this state.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-502 - Change of known place of business or statutory agent

10-502.
Change of known place of business or statutory agent
A. A corporation may change its known place of business or statutory agent by delivering to the commission for filing a statement of change that may be the annual report and that sets forth:
1. The name of the corporation.
2. If the current known place of business is to be changed,  the street address of the new known place of business.
3. If the current statutory agent is to be changed,  the name and street address of the new statutory agent and the new agent's written consent to the appointment.
B. The statement of change shall be executed by the corporation by an officer and delivered to the commission. The change or changes set forth in the statement of change are effective on delivery to the commission for filing.
C. If a statutory agent changes its street address,  it shall give written notice to the corporation of the change and sign,  either manually or by fax,  and deliver to the commission for filing a statement that complies with the requirements of subsection A of this section and that recites that the corporation has been given written notice of the change. The change or changes set forth in the statement are effective on delivery to the commission for filing.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-503 - Resignation of statutory agent

10-503.
Resignation of statutory agent
A. A statutory agent may resign its agency appointment by signing and delivering to the commission for filing the signed original statement of resignation. The statement may include a statement that the known place of business is also discontinued. The statutory agent shall give written notice of its resignation to the corporation at an address other than the statutory agent's address.
B. After filing the statement,  the commission shall mail one copy to the corporation at its known place of business,  if not discontinued,  and another copy to the corporation at its principal office.
C. The agency appointment is terminated and the known place of business is discontinued if so provided on the thirty-first day after the date on which the statement was delivered to the commission for filing.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-504 - Service on corporation

10-504.
Service on corporation
A. The statutory agent appointed by a corporation is an agent of the corporation on whom process,  notice or demand that is required or permitted by law to be served on the corporation may be served and that,  when so served,  is lawful personal service on the corporation.
B. If a corporation fails to appoint or maintain a statutory agent at the address shown on the records of the commission,  the commission is an agent of the corporation on whom process,  notice or demand may be served. Pursuant to the Arizona rules of civil procedure,  service on the commission of any process,  notice or demand for an entity that is registered pursuant to this title shall be made by delivering to and leaving with the commission duplicate copies of the process,  notice or demand,  and the commission shall immediately cause one of the copies of the process,  notice or demand to be forwarded by mail,  addressed to the corporation at its known place of business. Service made on the commission is returnable pursuant to applicable law relative to personal service on the corporation. If service is made on the commission,  whether under this chapter or a rule of court,  the corporation has thirty days to respond in addition to the time otherwise provided by law.
C. The commission shall keep a permanent record of all processes,  notices and demands served on it under this section and shall record in the record the time of the service and its action with reference to the service.
D. Notice required to be served on a corporation pursuant to section 10-1421 or 10-1422 may be served:
1. By mail addressed to the statutory agent of the corporation or,  if the corporation fails to appoint and maintain a statutory agent,  addressed to the known place of business required to be maintained pursuant to section 10-501.
2. By electronic transmission to the statutory agent or to the corporation,  or both.
3. Pursuant to the rules for service of process authorized by the Arizona rules of civil procedure.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-601 - Authorized shares

10-601.
Authorized shares
A. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized,  the articles of incorporation shall prescribe a distinguishing designation for each class,  and before the issuance of shares of a class,  the preferences,  limitations and relative rights of that class shall be described in the articles of incorporation. All shares of a class shall have preferences,  limitations and relative rights identical to those other shares of the same class except to the extent otherwise permitted by section 10-602.
B. The articles of incorporation shall authorize both of the following:
1. One or more classes of shares that together have unlimited voting rights.
2. One or more classes of shares,  which may be the same class or classes as those with voting rights,  that together are entitled to receive the net assets of the corporation on dissolution.
C. The articles of incorporation may authorize one or more classes of shares that:
1. Have special,  conditional or limited voting rights or no right to vote,  except to the extent prohibited by chapters 1 through 17 of this title.
2. Are redeemable or convertible as specified in the articles of incorporation either:
(a) At the option of the corporation,  the shareholder or another person or on the occurrence of a designated event.
(b) For cash,  indebtedness,  securities or other property.
(c) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
3. Entitle the holders to distributions calculated in any manner,  including dividends that may be cumulative,  noncumulative or partially cumulative.
4. Have preference over any other class of shares with respect to distributions,  including dividends and distributions on the dissolution of the corporation.
D. The description of the designations,  preferences,  limitations and relative rights of share classes in subsection C of this section is not exhaustive.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-602 - Terms of class or series determined by board of directors

10-602.
Terms of class or series determined by board of directors
A. If the articles of incorporation so provide,  the board of directors may determine,  in whole or in part,  the preferences,  limitations and relative rights,  within the limits set forth in section 10-601,  of either:
1. Any class of shares before the issuance of any shares of that class.
2. One or more series within a class before the issuance of any shares of that series.
B. Each series of a class shall be given a distinguishing designation.
C. Unless otherwise expressly permitted by chapters 1 through 17 of this title,  all shares of a series shall have preferences,  limitations and relative rights identical to those of other shares of the same series and,  except to the extent otherwise provided in the description of the series,  with those of other series of the same class.
D. Before issuing any shares of a class or series created under this section,  the corporation shall deliver to the commission for filing a statement entitled " statement pursuant to section 10-602" ,  which constitutes an amendment to the articles of incorporation and which is effective as provided in section 10-123 and without shareholder action,  that sets forth all of the following:
1. The name of the corporation.
2. The text of the resolution determining the terms of the class or series of shares.
3. The date it was adopted.
4. A statement that the resolution was duly adopted by the board of directors.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-603 - Issued and outstanding shares

10-603.
Issued and outstanding shares
A. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired,  redeemed,  converted or canceled.
B. The reacquisition,  redemption or conversion of outstanding shares is subject to the limitations of subsection C of this section and to section 10-640.
C. At all times that shares of the corporation are outstanding,  one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation on dissolution must be outstanding.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-604 - Fractional shares

10-604.
Fractional shares
A. A corporation may:
1. Issue certificates representing fractions of a share or pay in money the fair value of fractions of a share as determined by the board of directors.
2. Arrange for the disposition of fractional shares by those entitled to the fractional shares.
3. Issue scrip in registered or bearer form that is executed by the corporation,  which execution may be by facsimile signature,  and that entitles the holder to receive a full share on surrendering enough scrip to equal a full share.
B. Each certificate representing scrip must be conspicuously labeled " scrip"  and must contain the information required by section 10-625,  subsection B.
C. A certificate representing fractions of a share entitles the holder to exercise the rights of a shareholder,  including the right to vote,  to receive dividends and to participate in the assets of the corporation on liquidation. The holder of scrip is not entitled to exercise any rights of a shareholder unless otherwise provided for in the scrip.
D. The board of directors may authorize the issuance of scrip subject to any conditions that the board of directors deems advisable. The conditions may,  but are not required to,  include any of the following:
1. That the scrip will become void if not exchanged for full shares before a specified date.
2. That the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds may be paid or distributed to the holders of the scrip.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-620 - Subscription for shares

10-620.
Subscription for shares
A. A subscription for shares entered into before incorporation is irrevocable by the subscriber for a period of six months from the date of the subscription agreement,  unless the subscription agreement provides a longer or shorter period or all of the subscribers agree to revocation.
B. The board of directors may determine the payment terms of subscriptions for shares,  unless the subscription agreement specifies them. Any call made by the board of directors for payment on subscriptions shall be uniform as far as practicable as to all shares of the same class or series,  unless the subscription agreement specifies otherwise.
C. Shares issued pursuant to subscriptions entered into before incorporation shall be fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
D. If a subscriber defaults in the payment of money or property when due under a subscription agreement,  the corporation may collect the amount due in the same manner as any other debt. The subscription agreement may prescribe other penalties for failure to pay installments or calls that may become due,  except that no penalty working a rescission or forfeiture of a subscription or of the amounts paid on a subscription may be declared as against any subscriber unless the subscriber fails to cure the default within twenty days after the corporation sends written notice of the default to the subscriber at his last known address. Subject to the foregoing,  the board of directors may release,  settle or compromise,  on such terms and conditions as it deems appropriate,  any subscription for shares or any dispute or action arising out of a subscription for shares,  unless the subscription agreement provides otherwise.
E. A subscription for shares,  whether entered into before or after incorporation,  is not enforceable unless it is in writing and signed by the party to be charged or his agent.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-621 - Issuance of shares

10-621.
Issuance of shares
A. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
B. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation including cash,  services performed or other securities of the corporation,  except that neither promissory notes nor future services constitute valid consideration.
C. Before the corporation issues shares,  the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued,  fully paid and nonassessable.
D. When the corporation receives the consideration for which the board of directors authorized the issuance of shares,  the shares issued for the consideration are fully paid and nonassessable.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-622 - Liability of subscribers and shareholders

10-622.
Liability of subscribers and shareholders
A. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the full consideration for which the shares were authorized to be issued pursuant to section 10-621 or specified in the subscription agreement pursuant to section 10-620.
B. A shareholder of a corporation is not personally liable for the acts or debts of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-623 - Share dividends

10-623.
Share dividends
A. Unless the articles of incorporation provide otherwise,  shares may be issued pro rata without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
B. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless one of the following occurs:
1. The articles of incorporation so authorize.
2. A majority of the votes entitled to be cast by the class or series to be issued approves the issue.
3. There are no outstanding shares of the class or series to be issued.
C. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend,  it is the date the board of directors authorizes the share dividend.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-624 - Share rights, options and warrants

10-624.
Share rights,  options and warrants
A. Subject to any provisions set forth in its articles of incorporation,  a corporation may issue rights,  options or warrants for the purchase of shares of the corporation. These rights,  options or warrants shall be evidenced in writing,  and the board of directors shall determine the terms on which the rights,  options or warrants are issued and their form and content. The consideration to be received for any shares on the exercise of these rights,  options or warrants is governed by section 10-621.
B. The articles of incorporation may provide that the issuance of rights,  options or warrants to directors,  officers or employees of the corporation or any affiliate of the directors,  officers or employees shall be approved by the shareholders.
C. The rights,  options or warrants may include provisions that adjust the terms of the rights,  options or warrants if there is an acquisition of shares,  reorganization,  merger,  consolidation,  sale of assets or other occurrence.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-625 - Form and content of certificates

10-625.
Form and content of certificates
A. Shares may but need not be represented by certificates. Unless chapters 1 through 17 of this title or another statute expressly provides otherwise,  the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. A certificate shall not be issued for any share until such share is fully paid.
B. At a minimum each share certificate shall state on its face all of the following:
1. The name of the issuing corporation and that it is organized under the laws of this state.
2. The name of the person to whom issued.
3. The number and class of shares and the designation of the series,  if any,  the certificate represents.
C. If the issuing corporation is authorized to issue different classes of shares or different series within a class,  the designations,  relative rights,  preferences and limitations applicable to each class and the variations in rights,  preferences and limitations determined for each series,  and the authority of the board of directors to determine variations for future series,  shall be summarized on the front or back of each certificate. Alternatively,  each certificate may state conspicuously on its front or back that the corporation will furnish this information to the shareholder on request in writing and without charge.
D. Each share certificate:
1. Shall be signed either manually or in facsimile by one or more officers designated in the bylaws or by the board of directors.
2. May bear the corporate seal or its facsimile.
E. If the person who signed either manually or in facsimile a share certificate no longer holds office when the certificate is issued,  the certificate is nevertheless valid.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-626 - Shares without certificates

10-626.
Shares without certificates
A. Unless the articles of incorporation or bylaws provide otherwise,  the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until these certificates are surrendered to the corporation.
B. Within a reasonable time after the issuance or transfer of shares without certificates,  the corporation shall send the shareholder a written statement of the information required on certificates by section 10-625,  subsections B and C,  and,  if applicable,  section 10-627.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-627 - Restriction on transfer of shares and other securities; definition

10-627.
Restriction on transfer of shares and other securities;  definition
A. The articles of incorporation,  the bylaws,  an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
B. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and if its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 10-626,  subsection B. Unless so noted,  a restriction is not enforceable against a person without knowledge of the restriction.
C. A restriction on the transfer or registration of transfer of shares is authorized:
1. To maintain the corporation's status if it is dependent on the number or identity of its shareholders.
2. To preserve exemptions under federal or state securities law.
3. For any other reasonable purpose.
D. A restriction on the transfer or registration of transfer of shares may:
1. Obligate the shareholder first to offer the corporation or other persons separately,  consecutively or simultaneously an opportunity to acquire the restricted shares.
2. Obligate or permit the corporation or other persons separately,  consecutively or simultaneously to acquire the restricted shares.
3. Require the corporation,  the holders of any class of its shares or another person to approve the transfer of the restricted shares,  if the requirement is not manifestly unreasonable.
4. Prohibit the transfer of the restricted shares to designated persons or classes of persons,  if the prohibition is not manifestly unreasonable.
5. Impose any other restriction on transfer or registration that is not manifestly unreasonable.
E. For purposes of this section,  " shares"  includes a security convertible into or carrying a right to subscribe for or acquire shares.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-629 - Adjustment of terms of rights, options and warrants; conditions to exercise of rights, options and warrants

10-629.
Adjustment of terms of rights,  options and warrants;  conditions to exercise of rights,  options and warrants
Rights,  options and warrants may include provisions that adjust the terms of the rights,  options and warrants on the occurrence of one or more events,  including acquisition of shares,  reorganization,  merger,  consolidation or sale of assets. Rights,  options and warrants may include conditions regarding the exercise of the rights,  options and warrants,  including conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation,  including subsequent transferees of the holder,  from exercising those rights,  options and warrants.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-630 - Shareholders' preemptive rights; definition

10-630.
Shareholders' preemptive rights;  definition
A. The shareholders of a corporation do not have any preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.
B. A statement included in the articles of incorporation that " the corporation elects to have preemptive rights"  or words of similar import means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
1. The shareholders of the corporation have a preemptive right,  granted on uniform terms and conditions prescribed by the board of directors,  to provide a fair and reasonable opportunity to exercise the right to acquire proportional amounts of the corporation's unissued shares on the decision of the board of directors to issue them.
2. A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
3. There is no preemptive right with respect to:
(a) Shares issued as compensation to directors,  officers,  agents or employees of the corporation,  its subsidiaries or its affiliates.
(b) Shares issued to satisfy conversion or option rights created to provide compensation to directors,  officers,  agents or employees of the corporation,  its subsidiaries or its affiliates.
(c) Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation.
(d) Shares issued in transactions for which shareholder approval is required by chapters 1 through 17 of this title.
4. Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
5. Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
6. Shares that are subject to preemptive rights and that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.
C. For purposes of this section,  " shares"  includes a security convertible into or carrying a right to subscribe for or acquire shares.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-631 - Corporation's acquisition of its own shares

10-631.
Corporation's acquisition of its own shares
A. A corporation may acquire its own shares,  and shares so acquired constitute authorized but unissued shares.
B. If the articles of incorporation prohibit the reissue of acquired shares,  the number of authorized shares is reduced by the number of shares acquired,  effective on amendment of the articles of incorporation.
C. The board of directors may adopt a statement that is entitled " statement pursuant to section 10-631" ,  that constitutes an amendment to the articles of incorporation,  that is effective as provided in section 10-123 and that is effective without shareholder action. The statement must set forth all of the following:
1. The name of the corporation.
2. The reduction in the number of authorized shares,  itemized by class and series.
3. The total number of authorized shares,  itemized by class and series,  remaining after reduction of the shares.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-701 - Annual meeting

10-701.
Annual meeting
A. A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
B. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws,  annual meetings shall be held at the corporation's known place of business.
C. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
D. Any water users' association may provide in its articles of incorporation or bylaws for any method of electing its governing body or bodies on a biannual or more frequent basis,  in which event the water users' association has no obligation to hold an annual meeting notwithstanding subsection A of this section and section 10-803. Whenever a meeting of shareholders is required or permitted under this chapter,  a water users' association,  without conducting such a meeting,  may accomplish the purpose of such meeting through an election by its shareholders pursuant to its articles of incorporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-702 - Special meeting

10-702.
Special meeting
A. Except as provided in section 10-2703,  a corporation shall hold a special meeting of shareholders either:
1. On the call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws.
2. As provided in section 10-810,  subsection D.
B. If not otherwise fixed under section 10-703 or 10-707,  the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
C. Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws,  special meetings shall be held at the corporation's principal office.
D. Only business within the purpose or purposes described in the meeting notice required by section 10-705,  subsection C may be conducted at a special shareholders' meeting.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-703 - Court ordered meeting

10-703.
Court ordered meeting
A. The court in the county where a corporation's known place of business is located may summarily order either:
1. An annual meeting to be held on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of three months after the date specified for the annual meeting in the bylaws or fifteen months after its last annual meeting.
2. A special meeting to be held on application of a shareholder who signed a demand for a special meeting valid under section 10-702,  if either:
(a) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary.
(b) The special meeting was not held in accordance with the notice.
B. The court may fix the time and place of the meeting,  determine the shares entitled to participate in the meeting,  specify a record date for determining shareholders entitled to notice of and to vote at the meeting,  prescribe the form and content of the meeting notice,  fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters and enter other orders necessary to accomplish the purpose or purposes of the meeting.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-705 - Notice of meeting

10-705.
Notice of meeting
A. A corporation shall notify shareholders of the date,  time and place of each annual and special shareholders' meeting at least ten but not more than sixty days before the meeting date. Unless chapters 1 through 17 of this title or the articles of incorporation require otherwise,  the corporation is required to give notice only to shareholders entitled to vote at the meeting.
B. Unless chapters 1 through 17 of this title or the articles of incorporation require otherwise,  notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
C. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
D. If not otherwise fixed under section 10-703 or 10-707,  the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the effective date of the first notice to shareholders.
E. Unless the bylaws require otherwise,  if an annual or special shareholders' meeting is adjourned to a different date,  time or place,  notice need not be given of the new date,  time or place if the new date,  time or place is announced at the meeting before adjournment. However,  if a new record date for the adjourned meeting is or must be fixed under section 10-707,  notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-706 - Waiver of notice

10-706.
Waiver of notice
A. A shareholder may waive any notice required by chapters 1 through 17 of this title,  the articles of incorporation or the bylaws before or after the date and time stated in the notice. The waiver shall be in writing,  signed by the shareholder entitled to the notice and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
B. A shareholder's attendance at a meeting:
1. Waives objection to lack of notice or defective notice of the meeting,  unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
2. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice,  unless the shareholder objects to considering the matter when it is presented.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-707 - Record date

10-707.
Record date
A. The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting,  to demand a special meeting,  to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date,  the board of directors of the corporation may fix a future date as the record date.
B. A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders.
C. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date,  which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
D. If a court orders a meeting adjournment to a date more than one hundred twenty days after the date fixed for the original meeting,  it may provide that the original record date continues in effect or it may fix a new record date.