reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2704 - Limitation on share repurchases; definition

10-2704.
Limitation on share repurchases;  definition
A. An issuing public corporation shall not,  directly or indirectly,  purchase or agree to purchase any shares from a beneficial owner of more than five per cent of the voting power of the issuing public corporation for more than the average market price of the shares if the shares have been beneficially owned by the beneficial owner for less than three years,  unless either:
1. The purchase or agreement to purchase is approved at a meeting of shareholders by the affirmative vote of the holders of a majority of the voting power of all shares excluding shares beneficially owned by the beneficial owner or its affiliates or associates or by any officer or director of the issuing public corporation.
2. The issuing public corporation makes an offer,  of at least equal value per share,  to all holders of shares of such class or series and to all holders of any class or series into which the shares may be converted.
B. For the purposes of this section,  " average market price"  means the average closing sale price during the thirty trading days immediately preceding the purchase of the shares in question,  or if the person or persons have commenced a tender offer or have announced an intention to seek control of the issuing public corporation,  during the thirty trading days preceding the earlier of the commencement of the tender offer or the making of the announcement,  of a share on the composite tape for New York stock exchange listed shares or,  if the shares are not quoted on the composite tape or not listed on the New York stock exchange,  on the principal United States securities exchange registered under the securities exchange act of 1934 on which the shares are listed or,  if the shares are not listed on any such exchange,  on the national association of securities dealers,  inc. automated quotations national market system or,  if the shares are not quoted on the national association of securities dealers,  inc. automated quotations national market system,  the average closing bid quotation,  during the thirty trading days preceding the purchase of the shares in question of a share on the national association of securities dealers,  inc. automated quotations system or any system then in use,  or if the person or persons have commenced a tender offer or have announced an intention to seek control of the issuing public corporation,  during the thirty trading days preceding the earlier of the commencement of the tender offer or the making of the announcement,  except that if no quotation is available the average market price is the fair market value on the date of purchase of the shares in question of a share as determined in good faith by the board of directors of the issuing public corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2705 - Compensation agreements

10-2705.
Compensation agreements
During any tender offer or request or invitation for tenders of any class or series of shares of an issuing public corporation,  other than an offer,  request or invitation by the issuing public corporation,  the issuing public corporation shall not enter into or amend,  directly or indirectly,  agreements containing provisions,  whether or not dependent on the occurrence of any event or contingency,  that increase,  directly or indirectly,  the current or future compensation of any officer or director of the issuing public corporation. This section does not prohibit routine increases in compensation or other routine compensation agreements undertaken in the ordinary course of the issuing public corporation's business.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2706 - Application

10-2706.
Application
A. This chapter applies only to issuing public corporations and to corporations which elect pursuant to subsection C of this section to be subject to:
1. All of the provisions of this article.
2. All of the provisions of article 2 of this chapter.
3. All of the provisions of article 3 of this chapter.
4. Any combination of paragraph 1,  2 or 3.
B. A corporation may not elect to be subject to less than all of the provisions in any article of this chapter. A corporation which elects to be subject to all or part of this chapter pursuant to subsection C of this section,  for purposes of applying the provisions of this chapter or part of this chapter,  shall be deemed an issuing public corporation.
C. An election by a corporation pursuant to subsection A of this section must be contained either:
1. In its articles of incorporation at the time of incorporation.
2. In an amendment to its articles of incorporation or bylaws which is approved by the shareholders holding a majority of the outstanding voting power of all shares.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2721 - Control share acquisitions; exemption from article

10-2721.
Control share acquisitions;  exemption from article
A. This article does not apply to a control share acquisition if any of the following applies:
1. The articles of incorporation or bylaws of the issuing public corporation contain a provision adopted before it became an issuing public corporation and not subsequently amended expressly electing not to be subject to this article.
2. An amendment to the articles of incorporation or bylaws of the issuing public corporation is approved by the shareholders which hold a majority of the outstanding voting power of all shares,  excluding shares beneficially owned by interested shareholders and their affiliates and associates,  expressly electing not to be subject to this article and the amendment provides that it does not apply to any control share acquisition made on or before the effective date of the amendment to the articles of incorporation or bylaws.
3. The control share acquisition was consummated before,  or a binding agreement to make the control share acquisition was entered into before,  July 23,  1987.
4. The control share acquisition was inadvertent and the acquiring person,  as soon as practicable,  divests itself of a sufficient amount of the shares so that it no longer is the beneficial owner,  directly or indirectly,  of shares within the range specified in section 10-2722,  subsection A that resulted in the control share acquisition.
5. The corporation,  by action of its board of directors,  adopts an amendment to its bylaws within forty-five days of the effective date of this section expressly electing not to be governed by this article.
B. An amendment to the bylaws adopted pursuant to subsection A,  paragraph 2 of this section shall not be further amended by the board of directors without the approval of the shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by interested shareholders and their affiliates and associates.
C. An amendment to the bylaws adopted pursuant to subsection A,  paragraph 5 shall not be further amended by the board of directors without the approval of shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by interested shareholders and their affiliates and associates.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2723 - Meeting of shareholders

10-2723.
Meeting of shareholders
If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to section 10-2722 and has made,  or has made a bona fide written offer to make,  a control share acquisition and gives a written undertaking to pay or reimburse the issuing public corporation's expenses of a special meeting,  except the expenses of the issuing public corporation in opposing approval of the control share acquisition,  within thirty days after receipt by the issuing public corporation of the information statement,  a special meeting of the shareholders of the issuing public corporation shall be called pursuant to section 10-2703,  for the purpose of considering the voting rights to be accorded to shares referred to in section 10-2725,  subsection A acquired or to be acquired pursuant to the control share acquisition. The special meeting shall be held no later than ninety days after receipt of the information statement,  unless the acquiring person agrees to a later date. If no request for a special meeting is made,  consideration of the voting rights to be accorded to shares referred to in section 10-2725,  subsection A acquired or to be acquired pursuant to the control share acquisition shall be presented at the next special or annual meeting of the shareholders,  unless the matter of the voting rights becomes moot. The notice of the meeting shall be accompanied at a minimum by a copy of the information statement and a copy of any amendment to the information statement previously delivered to the issuing public corporation and a statement disclosing that the board of directors of the issuing public corporation recommends approval of,  expresses no opinion and is remaining neutral toward,  recommends rejection of or is unable to take a position with respect to according voting rights to shares referred to in section 10-2725,  subsection A acquired or to be acquired in the control share acquisition. The notice of any meeting required by this section shall be given at least thirty days before the meeting.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2724 - Financing

10-2724.
Financing
No call of a special meeting of the shareholders of the issuing public corporation is required to be made pursuant to section 10-2723 and no consideration of the voting rights to be accorded to shares referred to in section 10-2725,  subsection A acquired or to be acquired pursuant to a control share acquisition shall be presented at any special or annual meeting of the shareholders of the issuing public corporation unless at the time of delivery of the information statement pursuant to section 10-2722 the acquiring person has entered into and has delivered to the issuing public corporation a copy or copies of a definitive financing agreement or agreements with one or more responsible financial institutions or other entities having the necessary financial capacity for any financing of the control share acquisition not to be provided by monies of the acquiring person.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2725 - Voting rights

10-2725.
Voting rights
A. Shares of an issuing public corporation that are acquired by an acquiring person in a control share acquisition and that exceed the threshold of voting power of any of the ranges prescribed in section 10-2722,  subsection A,  paragraph 4 have the same voting rights as other shares of the same class or series for all elections of directors but do not have the right to vote on other matters unless approved by a resolution of shareholders of the issuing public corporation at a special or annual meeting of shareholders pursuant to section 10-2723.
B. The resolution of shareholders must be approved by the affirmative vote of the holders of a majority of the voting power of all shares,  excluding all shares beneficially owned by the acquiring person or its affiliates or associates or by any officer or director of the issuing public corporation.
C. A class or series of shares of the issuing public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would,  if contained in a proposed amendment to the articles of incorporation,  entitle the class or series to vote separately as a class or series.
D. To have the voting rights accorded by approval of a resolution of shareholders,  any proposed control share acquisition not consummated before the time of the shareholders' approval must be consummated within one hundred eighty days after the shareholders' approval.
E. Any shares referred to in subsection A of this section acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights on transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition,  in which case the voting rights of the shares remain subject to the provisions of this article.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2727 - Redemption

10-2727.
Redemption
A. Unless otherwise expressly provided in the articles of incorporation or in bylaws approved by the shareholders of an issuing public corporation,  the issuing public corporation may call for redemption of all but not less than all shares referred to in section 10-2725,  subsection A acquired in a control share acquisition at a redemption price equal to the market value of the shares at the time the call for redemption is given if either:
1. An information statement has not been delivered to the issuing public corporation by the acquiring person by the tenth day after the control share acquisition.
2. An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to section 10-2725,  subsection B.
B. If exercising its redemption right pursuant to this section,  the issuing public corporation shall give the acquiring person written notice of the call for redemption within thirty days after the event giving the issuing public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty days after the call is given.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2743 - Business combinations; exemptions

10-2743.
Business combinations;  exemptions
A. This article does not apply to any business combination of an issuing public corporation if any of the following applies:
1. The articles of incorporation or bylaws of the issuing public corporation contain a provision adopted before it became an issuing public corporation and not subsequently amended expressly electing not to be subject to this article.
2. An amendment to the articles of incorporation or bylaws of the issuing public corporation is approved by the shareholders holding a majority of the outstanding voting power of all shares,  excluding shares beneficially owned by interested shareholders and their affiliates and associates,  expressly electing not to be subject to this article and such amendment provides that it does not apply to any business combination of the issuing public corporation with an interested shareholder whose share acquisition date is on or before the effective date of the amendment to the articles of incorporation or bylaws.
3. The business combination was consummated before,  or a binding agreement for the business combination was entered into before,  July 23,  1987.
4. The business combination of the issuing public corporation is with an interested shareholder whose share acquisition date is on or before July 22,  1987,  if the business combination is approved by a simple majority vote of a committee of the board of directors of the issuing public corporation which is formed in accordance with section 10-2741,  subsection D.
5. The business combination of the issuing public corporation is with an interested shareholder of the issuing public corporation who became an interested shareholder inadvertently,  if the interested shareholder both:
(a) As soon as practicable,  divests itself of a sufficient amount of the shares so that it no longer is the beneficial owner,  directly or indirectly,  of ten per cent or more of the outstanding shares of the issuing public corporation.
(b) Would not at any time within the three year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition.
6. The issuing public corporation is an insurance company regulated under title 20,  unless the company elects to be subject to this article in whole or in part pursuant to section 10-2706.
B. A bylaw adopted or amended pursuant to subsection A,  paragraph 2 of this section shall not be amended or further amended without the approval of the shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by an interested shareholder or their affiliates or associates.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3121 - Forms

10-3121.
Forms
A. Certificates,  reports and statements required by section 10-3202,  subsection D and sections 10-11622 and 10-11623 to be delivered to and filed by the commission shall be made on the forms that are prescribed and furnished by the commission.
B. The commission may prescribe and furnish on request forms for other documents required or permitted to be filed by chapters 24 through 40 of this title,  but their use is not mandatory.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3123 - Effective time and date of document

10-3123.
Effective time and date of document
A. Except as provided in subsections B and C of this section,  a document delivered to the commission for filing is effective when the document is delivered to the commission for filing.
B. A document may specify a delayed effective time or date,  or both,  and if so,  the document is effective at the time and date specified. If a delayed effective date but no time is specified,  the document is effective at 12:01 a.m. mountain standard time on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is delivered.
C. Subject to section 10-3124,  if the commission determines that the requirements of chapters 24 through 40 of this title for filing have not been met,  the document shall not be filed and,  except as provided in section 10-3203,  the delivery of the document is ineffective. If the commission determines that the requirements for filing have been met,  the commission shall file the document as provided in section 10-3125 and the filing is effective as of the date and time determined pursuant to subsection A or B of this section.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3124 - Correcting filed document; articles of incorporation; application for authority to conduct affairs

10-3124.
Correcting filed document;  articles of incorporation;  application for authority to conduct affairs
A. A domestic or foreign corporation may correct a document that has been filed by the commission if the document either:
1. Contains an incorrect statement and the correction does not materially alter a substantive provision.
2. Was defectively executed,  attested,  sealed,  verified or acknowledged.
B. A document is corrected by both:
1. Preparing articles of correction that:
(a) Describe the document or attach a copy of it to the articles.
(b) Specify the date the document was delivered to the commission.
(c) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective.
(d) Correct the incorrect statement or other defect.
2. Delivering the articles to the commission for filing.
C. Articles of correction are effective on the effective date of the document they correct except as to persons who rely on the incorrect statement or other defect and who are adversely affected by the correction. As to those persons,  articles of correction are effective as provided in section 10-123.
D. If articles of incorporation,  articles of domestication or an application for authority to conduct affairs is rejected for filing by the commission,  the articles or application may be resubmitted within thirty days after the date of rejection. If the resubmitted articles or application cures the defect that caused the rejection,  the resubmitted articles or application shall be filed by the commission and is effective on the date that would have been the effective date of filing the articles or application if the articles or application had not been rejected.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3125 - Filing duty of commission

10-3125.
Filing duty of commission
A. At the time of delivery of a document to the commission,  the commission shall stamp,  endorse or attach the date and time of delivery of the document.
B. The commission shall file a document delivered to the commission for filing if both of the following apply:
1. The commission determines that the document satisfies the requirements of chapters 24 through 40 of this title.
2. The corporation filing the document or on whose behalf the document is being filed is in good standing pursuant to section 10-3128.
C. The commission may file a document delivered to the commission in which either the corporation has filed articles of dissolution or the corporation has filed a document that is required to bring the corporation into good standing. The commission shall provide notice of the filing to the domestic or foreign corporation or its representative.
D. If the commission refuses to file a document,  it shall provide notice of the refusal to the domestic or foreign corporation or its representative within five days after the determination of the refusal to file,  together with a brief written explanation of the reason for the refusal.
E. The filing or refusing to file a document by the commission does not:
1. Affect the validity or invalidity of the document in whole or in part,  except to the extent that filing is required to make the document valid.
2. Relate to the correctness or incorrectness of information contained in the document.
3. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3127 - Evidentiary effect of copy of filed document

10-3127.
Evidentiary effect of copy of filed document
A stamp affixed to a copy of a document filed by the commission,  bearing the signature of the executive director of the commission,  which may be in facsimile,  and the seal of the commission,  is conclusive evidence that the original document is on file with the commission.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3128 - Certificate of good standing

10-3128.
Certificate of good standing
A. A person may apply to the commission to furnish a certificate of good standing for a domestic or foreign corporation.
B. The certificate of good standing sets forth all of the following:
1. The domestic corporation's corporate name or the foreign corporation's corporate name used in this state.
2. That either:
(a) The domestic corporation is incorporated under the law of this state and the date of its incorporation.
(b) The foreign corporation is authorized to transact business in this state.
3. That all affidavits and annual reports required before the date of the certificate have been filed with the commission.
4. That all annual filing fees due before the date of the certificate have been paid.
5. That according to the records of the commission,  the corporation is in good standing in this state.
C. Subject to any qualification stated in the certificate,  a certificate of good standing issued by the commission may be relied on as conclusive evidence of the matters stated in the certificate.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3150 - Private foundations; definition

10-3150.
Private foundations;  definition
A. Except if otherwise determined by a court of competent jurisdiction or to the extent no longer required by the internal revenue code of 1986,  a corporation that is a private foundation as defined in section 509(a) of the internal revenue code of 1986 shall:
1. Distribute such amounts for each taxable year at a time and in a manner that does not subject the corporation to tax under section 4942 of the code.
2. Not engage in any act of self-dealing as defined in section 4941(d) of the code.
3. Not retain any excess business holdings as defined in section 4943(c) of the code.
4. Not make any taxable expenditures as defined in section 4944 of the code.
5. Not make any taxable expenditures as defined in section 4945(d) of the code.
B. For the purposes of this section,  " code"  means the internal revenue code of 1986 as amended.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3160 - Judicial relief

10-3160.
Judicial relief
A. If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members,  delegates or directors,  or otherwise obtain their consent,  in the manner prescribed by its articles of incorporation,  bylaws,  or chapters 24 through 40 of this title,  on petition of a director,  officer,  delegate or member,  the court may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members,  delegates or directors be authorized,  in such a manner as the court finds fair and equitable under the circumstances.
B. The court,  in an order issued pursuant to this section,  shall provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles of incorporation,  bylaws and chapters 24 through 40 of this title,  whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.
C. The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes,  including any requirement as to quorums or as to the number or percentage of votes needed for approval,  than would otherwise be imposed by the articles of incorporation,  bylaws,  or chapters 24 through 40 of this title.
D. If practical,  any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items,  including amendments to the articles of incorporation or bylaws,  the resolution of which will or may enable the corporation to continue managing its affairs without being subject to this section.
E. Notwithstanding subsection D,  an order under this section may also authorize the obtaining of the votes and approvals that are necessary for the dissolution,  merger or sale of assets.
F. Any meeting or other method of obtaining the vote of members,  delegates or directors conducted pursuant to an order issued under this section,  and that complies with all the provisions of that order,  is a valid meeting or vote and shall have the same force and effect as if it complied with every requirement imposed by the articles of incorporation,  bylaws and chapters 24 through 40 of this title.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3180 - Religious corporations; constitutional protections

10-3180.
Religious corporations;  constitutional protections
If religious doctrine governing the affairs of a corporation organized primarily for religious purposes is inconsistent with the provisions of chapters 24 through 40 of this title on the same subject,  the religious doctrine shall control to the extent required by the Constitution of the United States or the constitution of this state or both.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3203 - Incorporation

10-3203.
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 37 of this title.
C. Subject to section 10-3124,  if the commission determines that the requirements of chapters 24 through 42 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 10-11404,  10-11405 and 10-11406 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 › § 10-3204 - Liability for noncorporate transactions

10-3204.
Liability for noncorporate transactions
All persons purporting to act as or on behalf of a corporation with actual knowledge that no corporation exists under chapters 24 through 40 of this title are jointly and severally liable to the extent not precluded by section 12-2506 for all liabilities created while so acting.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3207 - Emergency bylaws

10-3207.
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 defined in subsection D of this section. The emergency bylaws are subject to amendment or repeal by the members 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 › § 10-3301 - Purposes

10-3301.
Purposes
Subject to any limitations or requirements contained in its articles of incorporation or in any other applicable law,  a corporation shall have the purpose of engaging in and may engage in any lawful activity including the practice of medicine as defined in section 32-1401 or the practice of dentistry as described in section 32-1202,  or both,  provided that the corporation engages in the practice of medicine or dentistry only through individuals licensed to practice in this state. This section does not alter any law or change any liability that might otherwise be applicable to the relationship between persons furnishing a professional service and persons receiving a professional service,  including liability arising from that relationship.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3303 - Emergency powers

10-3303.
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 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 › § 10-3304 - Validity of actions

10-3304.
Validity of actions
A. Except as provided in subsection B of this section,  the validity of corporate action shall 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 by any of the following:
1. In a proceeding by members of a corporation that is not a condominium association as defined in section 33-1202,  or a planned community association as defined in section 33-1802,  having at least ten per cent or more of the voting power or by at least fifty members,  unless a lesser percentage or number is provided in the articles of incorporation,  against the corporation to enjoin the act.
2. In a proceeding by any member of a condominium or a planned community association against the corporation to enjoin the act pursuant to title 12,  chapter 10,  article 1.
3. 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.
C. In a member'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.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3401 - Corporate name

10-3401.
Corporate name
A. A corporate name shall not contain language that states or implies that the corporation is organized for a purpose other than the purpose allowed by section 10-3301 and in its articles of incorporation.
B. Except as authorized by subsections C and D of this section,  a corporate name must be distinguishable from all of the following:
1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to conduct affairs in this state.
2. A corporate name reserved under section 10-402 or 10-3402 or registered under section 10-403 or 10-3403.
3. A fictitious name of a foreign corporation under section 10-1506 or 10-11506.
4. The corporate name of a business corporation incorporated under this title or a foreign business corporation authorized to transact business in this state.
5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.
6. The name of a limited liability company organized under title 29 or a foreign limited liability company authorized to transact business in this state.
7. A trade name registered pursuant to title 44,  chapter 10,  article 3.1.
8. The name of a registered limited liability partnership registered under title 29,  chapter 5,  article 10 or a foreign registered limited liability partnership authorized to transact business in this state.
C. A corporation may apply to the commission for authorization to use a name that is not distinguishable from one or more of the names described in subsection B of this section. The commission shall authorize use of the name applied for if either:
1. The other corporation consents to the use in writing and submits an undertaking in a form satisfactory to the commission to change its name to a name that is distinguishable from the name of the applying corporation.
2. The applicant delivers to the commission a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
D. A corporation may use the name,  including a fictitious name,  of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business or conduct affairs in this state and the proposed user corporation either has:
1. Merged with the other corporation.
2. Been formed by reorganization of the other corporation.
3. Acquired all or substantially all of the assets,  including the corporate name,  of the other corporation.
E. Chapters 24 through 42 of this title do not control the use of fictitious names.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3402 - Reserved name

10-3402.
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 10-11506,  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 › § 10-3403 - Registered name

10-3403.
Registered name
A. A foreign corporation may register its corporate name,  or its corporate name with any change required by section 10-11506,  if the name is distinguishable from the corporate names that are not available under section 10-3401,  subsection B.
B. A foreign corporation registers its corporate name or its corporate name with any change required by section 10-11506,  by delivering to the commission an application both:
1. Setting forth its corporate name or its corporate name with any change required by section 10-11506,  the state or country and date of its incorporation and a brief description of the nature of the activities 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 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 thereafter incorporated under chapters 24 through 42 of this title or by another foreign corporation authorized to conduct affairs 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 › § 10-3501 - Known place of business and statutory agent

10-3501.
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 business or nonprofit corporation formed under this title.
(c) A foreign business or nonprofit corporation authorized to transact business or conduct affairs 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 › § 10-3502 - Change of known place of business and statutory agent

10-3502.
Change of known place of business and 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 the 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 › § 10-3503 - Resignation of statutory agent

10-3503.
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,  if so provided in the statement,  the known place of business is discontinued 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 › § 10-3504 - Service on corporation

10-3504.
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 any 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 10-11421 or 10-11422 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 10-3501.
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 › § 10-3610 - Difference in rights and obligations of members

10-3610.
Difference in rights and obligations of members
All members have the same rights and obligations with respect to voting,  dissolution,  redemption and transfer,  unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations or otherwise provide. All members have the same rights and obligations with respect to any other matters,  except as set forth in or authorized by the articles of incorporation or bylaws.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3611 - Transfers

10-3611.
Transfers
A. Except as set forth in or authorized by the articles of incorporation or bylaws,  no member of a corporation may transfer a membership or any right arising from that membership.
B. If transfer rights are provided,  no restriction on them is binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-3613 - Member's liability for dues, assessments and fees

10-3613.
Member's liability for dues,  assessments and fees
A. A member may become liable to the corporation for dues,  assessments and fees. A provision of the articles of incorporation,  a provision of the bylaws or a resolution adopted by the board authorizing or imposing dues,  assessments or fees does not,  of itself,  create liability for dues,  assessments or fees. An express or implied agreement,  consent or acquiescence by the member is necessary to create liability for dues,  assessments or fees. A member is deemed to have agreed to the liability if there exists at the time the member becomes a member a provision of the articles of incorporation,  a provision of the bylaws,  a provision of the declaration of a condominium or a planned community or a resolution adopted by the board authorizing or imposing dues,  assessments or fees.
B. A home buyer may implicitly consent to liability for dues,  assessments and fees.
C. Unless the provision authorizing dues expressly limits the amount of the dues,  the amount and the member's liability are subject to increase or decrease.