reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2103 - Title to property of society

10-2103.
Title to property of society
The property conveyed or acquired by devise,  gift,  purchase or otherwise to the society,  or to any person as trustee for the use thereof,  shall vest in the trustees and their successors in office as fully as if originally conveyed to them,  and shall be held by them and by their successors in trust for the society.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2104 - Election, removal and meetings of trustees

10-2104.
Election,  removal and meetings of trustees
A. The trustees shall be elected annually and they shall severally hold office for one year and until their successors are elected,  but the society may classify the trustees so that the term of office of one third of them shall expire each year,  and when so classified the term of office of the trustees shall be three years and until their successors are elected. A trustee may be removed in accordance with the rules or by-laws of the society and vacancies may be filled for the remainder of the term.
B. Any two of the trustees may call a meeting thereof,  and a majority may transact business.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2105 - Filing facsimile of society insignia

10-2105.
Filing facsimile of society insignia
Benevolent,  fraternal or secret societies or organizations in this state may file in the office of the secretary of state a facsimile of its insignia,  distinctive ribbon,  membership rosette or button prescribed and adopted by the society or organization for the use of its members. The secretary of state shall keep the facsimile on file and shall receive for such filing two dollars and fifty cents.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2106 - Wearing insignia of patriotic or fraternal order without authority to obtain aid; classification

10-2106.
Wearing insignia of patriotic or fraternal order without authority to obtain aid;  classification
A person who wears the insignia,  badge,  emblem,  distinctive ribbon or membership rosette or button of a benevolent,  fraternal,  patriotic or veterans' organization,  or secret society or organization,  or its auxiliary,  a facsimile of which has been filed in the office of the secretary of state,  or uses such insignia,  badge,  emblem,  distinctive ribbon or membership rosette or button to obtain aid or assistance within this state,  unless the person is entitled to use or wear them,  is guilty of a class 3 misdemeanor.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2107 - Merger, interest exchange, conversion, domestication or division; definitions

10-2107.
Merger,  interest exchange,  conversion,  domestication or division;  definitions
A. A fraternal or benevolent society may be a party to or otherwise undertake a merger,  an interest exchange,  a conversion,  a domestication or a division by complying with chapter 34 of this title and title 29,  chapter 6.
B. For the purposes of this section,  references in chapter 34 of this title to " directors"  are deemed references to trustees,  and references to a " corporation"  are deemed references to a fraternal or benevolent society.
C. If a fraternal or benevolent society governed by this article is to be created in a merger,  a conversion,  a domestication or a division:
1. The initial members of the society must be members of the type described in section 10-2101.
2. The trustees of the society must be members of the society and must be not less than three nor more than nine in number in accordance with section 10-2101.
D. For the purposes of this section:
1. " Conversion"  means a transaction authorized by title 29,  chapter 6,  article 4.
2. " Division"  means a transaction authorized by title 29,  chapter 6,  article 6.
3. " Domestication"  means a transaction authorized by title 29,  chapter 6,  article 5.
4. " Interest exchange"  means a transaction authorized by title 29,  chapter 6,  article 3.
5. " Merger"  means a transaction authorized by title 29,  chapter 6,  article 2.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2121 - Definitions

10-2121.
Definitions
In this article,  unless the context otherwise requires:
1. " Affiliate"  means a person that directly or indirectly,  through one or more intermediaries,  controls,  is controlled by or is under common control with another person.
2. " Broadband service"  means providing access and transport to the internet,  computer processing,  information storage or protocol conversion at a download rate of at least twenty-five megabits per second and at an upload rate of at least three megabits per second.
3. " Electric utility"  means any corporation,  governmental agency,  political subdivision or other entity or combination of such entities that produces,  generates,  purchases,  sells,  transmits or distributes electricity to another electric utility or to a user of electricity.
4. " Executed by the cooperative"  means executed by manual or facsimile signature on behalf of the cooperative by a duly authorized officer or,  if the corporation is under the control of a receiver or trustee,  by the receiver or trustee.
5. " Generation and transmission cooperative"  means a corporation that is organized under this article or that becomes subject to this article as provided in this article.
6. " Person"  means a natural person,  firm,  association,  corporation,  business trust or partnership or any agency or political subdivision of the United States or of this state or any other political body.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2122 - Purpose

10-2122.
Purpose
Nonprofit electric generation and transmission cooperative corporations may be organized under this article for the purpose of:
1. Producing and generating,  purchasing,  marketing or selling electric energy or transmitting such energy to other electric utilities or persons.
2. Providing services relating to producing and generating,  purchasing,  marketing or selling electric energy or transmitting this energy to other electric utilities or persons or services relating to any other lawful purpose.
3. Directly or through an affiliate,  providing broadband service to areas in which the cooperative provides electric energy services.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2124 - Use of name

10-2124.
Use of name
A. The name of a generation and transmission cooperative shall include the word " cooperative"  and the abbreviation " inc." ,  unless,  in a statement executed by the cooperative and filed with the corporation commission,  it appears that the generation and transmission cooperative desires to transact business in another state and would be precluded from doing so by reason of including these words in its name.
B. The name of the generation and transmission cooperative must be distinguishable from the name of any other cooperative or corporation organized under the laws of or authorized to do business in this state. Only a generation and transmission cooperative doing business in this state pursuant to this article may use all of the words " electric" ,  " power"  and " cooperative"  in its name.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2125 - Articles of incorporation

10-2125.
Articles of incorporation
A. Articles of incorporation of a generation and transmission cooperative shall recite that they are executed pursuant to this article and shall state:
1. The name of the generation and transmission cooperative.
2. The address of its principal office.
3. The names and addresses of its incorporators.
4. The names and addresses of persons who constitute its first board of directors.
5. Any provisions not inconsistent with this article which is deemed necessary or advisable for the conduct of its business.
B. The articles shall be signed by a duly appointed representative of each incorporator and shall then be filed with the corporation commission as provided in this article.
C. It is not necessary to recite in the articles of incorporation the purpose for which the generation and transmission cooperative is organized or to recite any of its corporate powers.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2126 - Amendment of articles; change of location of principal office

10-2126.
Amendment of articles;  change of location of principal office
A. A generation and transmission cooperative may amend its articles of incorporation by complying with the following requirements:
1. A proposed amendment shall be presented to a meeting of the members. The meeting notice shall state or have attached to it all proposed amendments. A proposed amendment,  with any changes,  shall be approved by the affirmative vote of either:
(a) At least two-thirds of the total number of voting delegates voting at the meeting.
(b) The number prescribed in the bylaws but not less than a majority of the total number of voting delegates voting at the meeting.
2. After approval,  the articles of amendment shall be executed by the cooperative.
3. The articles of amendment shall recite that they are executed pursuant to this article and shall state:
(a) The name of the generation and transmission cooperative.
(b) The address of its principal office.
(c) The amendment of its articles of incorporation.
B. On authorization of the board of directors or its members,  a generation and transmission cooperative may,  without amending its articles of incorporation,  change the location of its principal office by filing with the corporation commission a certificate that recites the change of principal office and that is executed by the cooperative.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2128 - Membership in a generation and transmission cooperative; voting; nonliability

10-2128.
Membership in a generation and transmission cooperative;  voting;  nonliability
A. Only electric utilities and other persons as the bylaws provide are eligible to be members of a generation and transmission cooperative. All incorporators shall be original members of a generation and transmission cooperative,  and new members may be admitted by a majority vote of all voting delegates. The bylaws may prescribe additional qualifications,  limitations and classifications and rights concerning membership.
B. The articles of incorporation or the bylaws of a generation and transmission cooperative may provide for classifications of members in a generation and transmission cooperative.
C. The bylaws shall provide the number of voting delegates that each member may designate. The bylaws may provide that each classification of members may designate a different number of voting delegates.
D. Members are entitled to vote as members only through their duly designated voting delegate. A reference in this article to approval or votes by members refers to the members approving or voting through their voting delegates.
E. A member is not liable or responsible for the acts,  debts,  liabilities or obligations of the generation and transmission cooperative,  and the property of the members is not subject to execution for such acts,  debts,  liabilities or obligations unless the member otherwise agrees.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2129 - Annual and special meetings of members; notice; quorum

10-2129.
Annual and special meetings of members;  notice;  quorum
A. An annual meeting of the members of a generation and transmission cooperative shall be held at a time and place provided in the bylaws. Special meetings of the members may be called by the president,  by the board of directors,  by any three directors or by not less than twenty-five per cent of the voting delegates.
B. Except as otherwise provided in this article,  written or printed notice stating the time and place of each meeting of the members and,  in the case of a special meeting,  the purpose for which the meeting is called shall be given to each member,  either personally or by mail,  not less than ten nor more than twenty-five days before the date of the meeting. If mailed,  the notice is deemed to be given when deposited in the United States mail with postage prepaid addressed to the member at his address appearing on the records of the generation and transmission cooperative.
C. Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum,  a quorum for the transaction of business at all meetings of the members of a generation and transmission cooperative consists of at least fifty per cent of the voting delegates.
D. A member entitled to notice of a meeting may waive notice in writing either before or after the meeting. If any voting delegate of a member attends the meeting,  his attendance constitutes a waiver of notice of the meeting,  unless he participates solely to object to the transaction of any business because the meeting has not been legally called or convened.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2131 - Officers of a generation and transmission cooperative

10-2131.
Officers of a generation and transmission cooperative
The officers of a generation and transmission cooperative consist of a president,  vice-president,  secretary and treasurer,  who are elected annually by and from the board of directors. If stated in the bylaws,  the officers of the cooperative do not need to be members of the board of directors. Unless the bylaws provide otherwise,  if a person holding any office ceases to be a director,  the person ceases to hold the office. The offices of secretary and treasurer may be held by the same person. The board of directors may also elect or appoint such other officers,  agents or employees it deems necessary or advisable and shall prescribe their powers and duties. An officer may be removed from office and the officer's successor may be elected in the manner prescribed in the bylaws.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2132 - Bylaws

10-2132.
Bylaws
The board of directors shall adopt the first bylaws of a generation and transmission cooperative to be adopted following incorporation,  conversion,  merger or consolidation. Thereafter,  bylaws shall be adopted,  amended or repealed either by the board of directors or by a majority of the members acting through their voting delegates present in person or by proxy at any regular meeting or special meeting called for that purpose at which a quorum is present. The bylaws shall state the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the generation and transmission cooperatives if the provisions are not inconsistent with this article or with articles of incorporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2133 - Nonprofit operation

10-2133.
Nonprofit operation
A generation and transmission cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a generation and transmission cooperative or its contracts with consumers shall contain such provisions relative to the disposition of revenues and receipts as are necessary and appropriate to establish and maintain its nonprofit and cooperative character.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2134 - Disposition of property

10-2134.
Disposition of property
A. The board of directors of a generation and transmission cooperative may,  without authorization by the members,  authorize the execution and delivery of mortgages or deeds of trust pledging or encumbering any or all of the property,  assets,  rights,  privileges,  licenses,  franchises and permits of the generation and transmission cooperative,  whether acquired or to be acquired,  and wherever situated,  as well as their revenues,  all upon terms and conditions as the board of directors determines,  to secure any indebtedness of the generation and transmission cooperative. Any such mortgages or deeds of trust are exempt from the mortgage recording tax.
B. A generation and transmission cooperative may not sell,  lease or otherwise dispose of all or a substantial portion of its property unless the sale,  lease or other disposition is authorized by the affirmative vote of not less than a majority of those members of the generation and transmission cooperative,  acting through their voting delegates,  present at a meeting of the members.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2135 - Recording of mortgages; effect

10-2135.
Recording of mortgages;  effect
A. Any mortgage,  deed of trust or other instrument executed by a generation and transmission cooperative doing business in this state pursuant to this article,  which affects real and personal property which is recorded in the office of the county recorder in any county in which the property is located or is to be located,  has the same force and effect as if the mortgage,  deed of trust or other instrument were also recorded,  filed or indexed as provided by statute in the office of the county recorder in the county as a mortgage of personal property. All property of the generation and transmission cooperative described or referred to as being mortgaged or pledged in the mortgage,  deed of trust or other instrument becomes subject to the lien immediately upon acquisition of the property by the generation and transmission cooperative whether or not the property was in existence at the time of execution of the mortgage,  deed of trust or other instrument. Recording of the mortgage,  deed of trust or other instrument constitutes notice and otherwise has the same effect with respect to after-acquired property as it has under the statutes relating to recording with respect to property owned by the generation and transmission cooperative at the time of execution of the mortgage,  deed of trust or other instrument and described or referred to as being mortgaged or pledged.
B. The lien on personal property of the mortgage,  deed of trust or other instrument,  after recording,  continues in existence and of record for the period of time specified without refiling or the filing of a renewal certificate,  affidavit or other supplemental information required by statute relating to renewal,  maintenance or extensions of liens upon personal property.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2136 - Use of roads and streets; notice; protest

10-2136.
Use of roads and streets;  notice;  protest
A. A generation and transmission cooperative has the use of,  and the right is expressly granted to it to use,  the public highways,  county highways and streets and alleys in any area of this state. The generation and transmission cooperative may construct and operate lines connecting any points within this state and connect at the state boundary with like lines.
B. Within the confines of municipal corporations,  the use and occupancy of streets shall be under such rights as are acquired by franchises according to law and subject to control and regulation by municipal authorities,  and the use of public highways,  except state highways,  by generation and transmission cooperatives not within the confines of an incorporated city or town shall be regulated by the board of supervisors of the county by license or franchise. The board of supervisors in granting the license or franchise,  or at any time after it is granted,  may impose such restrictions and limitations concerning the use of the public roads as deemed best for the public safety or welfare. Every franchise granted under this section must include provisions requiring the grantee to bear all expenses,  including damage and compensation for any alteration of the direction,  surface,  grade or alignment of any county road,  made for the purpose of the franchise.
C. The board of supervisors before granting the privilege contemplated by this section shall give public notice of its intention to make the grant by publishing notice in some newspaper of general circulation,  published within the county,  for at least once a week for three weeks prior to the day set for the consideration of the action. If,  on or before the date,  more than fifty per cent of the qualified electors of the county petition the board of supervisors to deny the privilege,  they shall so act,  and any privilege granted contrary to the petition is void.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2138 - Prohibition of duplication of service

10-2138.
Prohibition of duplication of service
A generation and transmission cooperative organized pursuant to this article is expressly prohibited from supplying electric generation service in the certificated service territory of or to any corporation in the certificated service territory of or to any member of a member owned nonprofit cooperative corporation unless the cooperative has the consent of that corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2139 - Merger, interest exchange, conversion, domestication or division; definitions

10-2139.
Merger,  interest exchange,  conversion,  domestication or division;  definitions
A. A domestic nonprofit electric generation and transmission cooperative corporation may be a party to or otherwise undertake a merger,  an interest exchange,  a conversion,  a domestication or a division by complying with chapter 34 of this title and title 29,  chapter 6.
B. Except as set forth in section 10-2141,  a plan must be approved by two-thirds of the members.
C. If a domestic nonprofit electric generation and transmission cooperative corporation is to be created in a merger,  a conversion,  domestication or a division:
1. The initial members of the corporation must consist of two or more electric utilities or persons that fulfill the requirements for being a member as prescribed by section 10-2123.
2. The name of the corporation must comply with section 10-2124.
D. For the purposes of this section:
1. " Conversion"  means a transaction authorized by title 29,  chapter 6,  article 4.
2. " Division"  means a transaction authorized by title 29,  chapter 6,  article 6.
3. " Domestication"  means a transaction authorized by title 29,  chapter 6,  article 5.
4. " Interest exchange"  means a transaction authorized by title 29,  chapter 6,  article 3.
5. " Merger"  means a transaction authorized by title 29,  chapter 6,  article 2.
6. " Plan"  means a plan of merger,  interest exchange,  conversion,  domestication or division.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2141 - Conversion of cooperatives into generation and transmission cooperatives

10-2141.
Conversion of cooperatives into generation and transmission cooperatives
A cooperative created pursuant to article 2 of this chapter and which meets the requirements of this article may be converted into a generation and transmission cooperative authorized to do business and entitled to all privileges and immunities of a generation and transmission cooperative organized pursuant to this article upon the adoption of a resolution to such effect by its board of directors and the submission of the resolution to the corporation commission.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2144 - Filing of articles

10-2144.
Filing of articles
Articles of incorporation,  amendment,  consolidation,  merger,  conversion or dissolution,  when executed by the cooperative,  shall be delivered to the corporation commission for filing. If the corporation commission finds that the articles presented conform to the requirements of this article,  it shall,  on the payment of the required fees,  file the articles,  and on filing,  the incorporation,  amendment,  consolidation,  merger,  conversion or dissolution becomes effective. This section also applies to a certificate of election to dissolve as provided in section 10-2143,  subsection B,  paragraph 2.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2145 - Fees

10-2145.
Fees
The corporation commission shall charge and collect the following nonrefundable fees:
1. Filing articles of incorporation,  ten dollars.
2. Filing articles of amendment,  ten dollars.
3. Filing statement of merger,  interest exchange,  conversion,  domestication or division,  ten dollars.
4. Filing certificate of election to dissolve,  ten dollars.
5. Filing articles of dissolution,  ten dollars.
6. Filing certificate of change of principal office,  five dollars.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2146 - Exemption from securities regulations

10-2146.
Exemption from securities regulations
The provisions of title 44,  chapter 12 do not apply to any note,  bond or other evidence of indebtedness issued by a generation and transmission cooperative doing business in this state pursuant to this article,  to the United States or any agency or instrumentality of the United States or to any mortgage,  deed of trust or other instrument executed to secure the note,  bond or other evidence of indebtedness,  and such provisions do not apply to the issuance of membership certificates or other evidence of member interest by a generation and transmission cooperative.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2147 - Exemption from antitrust statutes

10-2147.
Exemption from antitrust statutes
The provisions of title 44,  chapter 10,  article 1 do not apply to any conduct or activity of a generation and transmission cooperative organized pursuant to this article,  which conduct or activity is approved by a statute of this state or of the United States or by the corporation commission or an administrative agency of this state or of the United States having jurisdiction of the subject matter.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2148 - Taking of acknowledgments by officer or member

10-2148.
Taking of acknowledgments by officer or member
A person authorized to take acknowledgments under the laws of this state shall not be disqualified from taking acknowledgments of instruments executed in favor of a generation and transmission cooperative or to which it is a party,  by reason of being an officer,  director or member of the generation and transmission cooperative.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2149 - Admission of foreign generation and transmission cooperatives

10-2149.
Admission of foreign generation and transmission cooperatives
A foreign generation and transmission cooperative is entitled to all rights,  exemptions,  privileges and immunities of a generation and transmission cooperative organized under this article,  except that a foreign generation and transmission cooperative need not comply with section 10-2124. A foreign distributive cooperative is eligible to become a member of a generation and transmission cooperative by complying with the applicable provisions of this article.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2151 - Expanded use for broadband service; notice; just compensation actions

10-2151.
Expanded use for broadband service;  notice;  just compensation actions
A. For the purposes of providing broadband service,  if a generation and transmission cooperative,  directly or through its affiliate,  expands the use of an existing easement or other property right that is owned,  held or used by the cooperative to provide electricity or other services and the expanded use reduces the fair market value of the property over which the easement or other property right runs,  the property owner is entitled to just compensation from the cooperative.
B. The property owner must commence an action in the superior court for just compensation based on diminution in value not later than eighteen months after the date the generation and transmission cooperative provides notice to the property owner of the expanded use for broadband service. If an action is not commenced within this time,  the expanded use is deemed fully vested in the generation and transmission cooperative and its affiliate without the need to pay just compensation and the expanded use runs with the land.
C. Notice under subsection B of this section is effective if sent by first class mail to the last known address of the property owner or by other commonly used publication or communication channels employed by the generation and transmission cooperative.
D. In an action for just compensation based on a claim of expanded use for broadband service all of the following apply:
1. The court or jury shall ascertain and assess the diminution in value of the property based on the difference between the fair market value of the entire parcel immediately before the expanded use and the fair market value of the entire parcel immediately after the expanded use.
2. Evidence of revenues or profits derived from or the rental value of an assembled communications corridor are not admissible in determining fair market value.
3. On payment of just compensation,  the expanded use for broadband service shall be deemed fully vested in the generation and transmission cooperative and its affiliate and the expanded use shall run with the land.
E. A class action may not be maintained against a generation and transmission cooperative or its affiliate in any action for just compensation based on a claim of expanded use for broadband service.
F. Actions for just compensation as described in this section include trespass,  inverse condemnation and other similar causes of action.
G. This section does not prohibit a generation and transmission cooperative or its affiliate from reaching an agreement with a property owner to waive a claim for just compensation related to expanded use for broadband service or from acquiring the right to use the property for broadband service by other lawful means.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2152 - Annual assessments; gross intrastate revenue exception

10-2152.
Annual assessments;  gross intrastate revenue exception
Title 40,  chapter 2,  article 8 applies to a generation and transmission cooperative that is regulated by the corporation commission but does not apply to the cooperative's gross intrastate revenues that are derived from sales of electricity to another cooperative electric utility that is both:
1. Regulated by the corporation commission.
2. Subject to the corporation commission's annual assessment.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2201 - Definitions

10-2201.
Definitions
In this chapter,  unless the context otherwise requires:
1. " Disqualified person"  means an individual or entity that is not or ceases to be a qualified person.
2. " Foreign professional corporation"  means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state.
3. " License"  or " licensed"  means any license,  authorization,  certificate,  registration,  certificate of registration,  membership or other evidence of the satisfaction of the requirements of this state for the practice of a professional service.
4. " Licensing authority"  means the officer,  board,  agency,  court or other authority in this state empowered by law to license or otherwise authorize the rendition of a professional service.
5. " Professional corporation"  or " domestic professional corporation"  means a corporation for profit that is not a foreign professional corporation and that is incorporated under or subject to this chapter.
6. " Professional service"  means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service.
7. " Qualified person"  means a person that is eligible under this chapter to be issued shares by a professional corporation.
8. " Voting shares"  means shares entitled to vote for election of directors of the professional corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2210 - Election of professional corporation status

10-2210.
Election of professional corporation status
A. One or more persons may incorporate a professional corporation by delivering to the commission for filing a certificate of disclosure that contains the information set forth in section 10-202,  subsection D and is subject to the requirements of section 10-202,  subsection F and articles of incorporation that state,  with respect to the character of its business:
1. It is a professional corporation.
2. Its purpose is to render the specified professional services.
B. A corporation incorporated under a general law of this state other than this chapter may elect professional corporation status by amending its articles of incorporation to comply with subsection A of this section and section 10-2215.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2211 - Purposes

10-2211.
Purposes
A. Except to the extent authorized by subsection B of this section or the other provisions of this chapter,  a corporation may elect professional corporation status under section 10-2210 solely for the purpose of rendering professional services,  including services ancillary to them,  and solely within a single profession.
B. A corporation may elect professional corporation status under section 10-2210 for the purpose of rendering professional services within two or more categories of professional service,  and for the purpose of engaging in any lawful business authorized by section 10-301,  unless the combination of professional purposes or of professional and business purposes is expressly prohibited by a licensing law of this state applicable to one or more of the professions in the combination or by a licensing authority with jurisdiction over one or more of the professions in the combination.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2212 - General powers

10-2212.
General powers
A. Except as provided in subsection B of this section,  a professional corporation has the powers enumerated in section 10-302.
B. A professional corporation may be a general partner of a partnership,  a trustee of a trust,  a co-venturer of a joint venture or a manager of a limited liability company or any other entity,  only if the partnership,  trust,  joint venture,  limited liability company or other entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's articles of incorporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2213 - Rendering professional services; applicability

10-2213.
Rendering professional services;  applicability
A. A domestic or foreign professional corporation may render professional services in this state only through individuals licensed in this state to render the services.
B. Subsection A of this section does not:
1. Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required or prohibit the professional corporation from employing that individual.
2. Prohibit a licensed individual from rendering professional services in an individual capacity although the licensed individual is a shareholder,  director,  officer,  employee or agent of a domestic or foreign professional corporation or any other person or from being a shareholder,  director,  officer,  employee or agent of more than one domestic or foreign professional corporation or other person.
3. Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this state if not prohibited by the licensing authority.
C. Nothing contained in this chapter alters the right of persons licensed to engage in the rendering of a professional service from rendering a professional service,  and those persons may render a professional service,  in any other business form or entity,  including a corporation incorporated under a general law of this state other than this chapter,  unless the use of the form or entity is expressly prohibited by the licensing law of this state applicable to the profession or by the licensing authority with jurisdiction over the profession.
D. This chapter does not apply to any persons in this state who before January 1,  1996 were permitted to render personal services or professional services by means of a corporation other than a professional corporation incorporated under chapter 3,  article 1 of this title prior to January 1,  1996 or other business form or entity,  or to any corporations other than professional corporations incorporated under chapter 3,  article 1 of this title prior to January 1,  1996 or other business forms or entities organized by them unless an exempt corporation or other business form or entity elects professional corporation status pursuant to section 10-2210.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2214 - Prohibited activities; authorized investments

10-2214.
Prohibited activities;  authorized investments
A. A professional corporation may not render any professional service or engage in any business other than the professional service,  including services ancillary to the professional service,  and the business authorized by its articles of incorporation,  except to the extent that the other service or business is incidental to or an inconsequential portion of the authorized service or business of that corporation.
B. A professional corporation may invest its monies in or otherwise own real estate,  mortgages,  stocks,  bonds,  partnership interests,  limited liability company memberships,  securities or any other type of investment or property.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2215 - Corporation name

10-2215.
Corporation name
A. The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state,  in addition to satisfying the requirements of sections 10-401 and 10-1506,  shall:
1. Contain the words " professional corporation" ,  " professional association" ,  " service corporation" ,  " limited"  or " chartered"  or the abbreviation " P.C." ,  " P.A." ,  " S.C." ,  " Ltd." ,  " Chtd." ,  " PC" ,  " PA" ,  " SC" ,  " LTD"  or " CHTD" .
2. Not contain language stating or implying that it is incorporated for a purpose other than that authorized by section 10-2211 and its articles of incorporation.
3. Conform with any rule adopted by the licensing authority having jurisdiction over a professional service described in the corporation's articles of incorporation.
B. Sections 10-401 and 10-1506 do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2220 - Issuance of shares

10-2220.
Issuance of shares
A. A professional corporation may issue voting shares,  fractional voting shares and rights or options to purchase voting shares only to:
1. Individuals who are licensed by law in this or another state to render a professional service described in the corporation's articles of incorporation.
2. General partnerships,  registered limited liability partnerships and other partnerships and joint ventures,  domestic or foreign,  in which all of the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this state to render a professional service described in the corporation's articles of incorporation.
3. Professional corporations,  professional limited liability companies and other persons,  domestic or foreign,  authorized by law in this state to render a professional service described in the corporation's articles of incorporation.
4. Other persons,  if after the issuance of voting shares the other persons in the aggregate do not hold more than forty-nine per cent of the voting shares,  unless a greater or lesser percentage is prescribed by the licensing authority.
5. An employee stock ownership plan as defined in section 4975(e)(7) of the internal revenue code of 1986,  as amended,  if both of the following apply:
(a) All of the voting trustees of the plan are professionals who are licensed to provide at least one category of the professional services described in the corporation's articles of incorporation.
(b) The ownership interests are not directly issued to persons other than the employee stock ownership plan trust or professionals who are licensed to provide at least one category of the professional services described in the corporation's articles of incorporation.
B. The following are not violations of subsection A,  paragraph 1 of this section:
1. Any community interest of an unlicensed spouse in the voting shares issued to a licensed spouse in which the unlicensed spouse with a community interest in the voting shares does not have the right to vote the shares.
2. Issuance of voting shares to a trust established for the benefit of the licensed individual or members of the licensed individual's immediate family in which the licensed individual has the right to vote the shares and the trust and the members of the licensed individual's immediate family do not have the right to vote the shares.
C. Subsection B of this section does not prohibit an issuance to an unlicensed spouse or to a trust in accordance with subsection A,  paragraph 4 of this section or section 10-2231,  subsection B.
D. An issuance made in violation of subsection A of this section is void.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2221 - Shares and professional corporation status on shares

10-2221.
Shares and professional corporation status on shares
Notwithstanding section 10-627,  no statement or notice of any restrictions imposed by this chapter on the transfer of shares of a professional corporation is required to appear on any share certificate issued by a professional corporation or to otherwise be provided to the shareholders of a professional corporation.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2222 - Share transfer restriction

10-2222.
Share transfer restriction
A. Voting shares,  fractional voting shares and rights or options to purchase voting shares of a professional corporation that are held by persons described in section 10-2220,  subsection A,  paragraphs 1,  2 and 3 may be transferred or pledged,  whether voluntarily,  involuntarily,  by operation of law or by court judgment or otherwise,  only to those persons. Voting shares,  fractional voting shares and rights or options to purchase voting shares of a professional corporation that are held by persons described in section 10-2220,  subsection A,  paragraph 4 may be transferred or pledged,  whether voluntarily,  involuntarily,  by operation of law or by court judgment or otherwise,  only to persons qualified under section 10-2220 to be issued voting shares.
B. A transfer or pledge made in violation of subsection A of this section is void.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2223 - Compulsory acquisition of shares after death, dissolution or disqualification of shareholder

10-2223.
Compulsory acquisition of shares after death,  dissolution or disqualification of shareholder
A. Except as provided in subsection C of this section,  and unless the shares are otherwise acquired by a qualified person within the applicable time period specified in section 10-2227,  a professional corporation shall acquire the voting shares of its shareholder within the applicable time period if any of the following occurs:
1. The shareholder dies or dissolves and any person to whom the shares are to devolve is not a person to whom section 10-2222 permits the shares to be transferred.
2. The shareholder becomes a disqualified person.
B. The price shall be as follows:
1. If a price for the shares is fixed in accordance with the articles of incorporation or bylaws or by private agreement,  that price controls and sections 10-2224,  10-2225 and 10-2226 are inapplicable.
2. If a price is not fixed,  in accordance with the articles of incorporation or bylaws or by private agreement,  the corporation shall offer to acquire the shares in accordance with section 10-2224,  and if the disqualified shareholder rejects the corporation's purchase offer,  either the shareholder or the corporation may commence a proceeding under section 10-2225 to determine the fair value of the shares.
C. This section does not require the acquisition of shares if the disqualification of the shareholder or the transferee lasts no more than five months from the date the disqualification or transfer occurs.
D. This section and section 10-2224 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.
E. A provision for the acquisition of shares contained in a professional corporation's articles of incorporation or bylaws or in a private agreement is specifically enforceable.
2023 Arizona Revised Statutes › Title 10 - Corporations and Associations › § 10-2224 - Acquisition procedure

10-2224.
Acquisition procedure
A. If shares must be acquired under section 10-2223 and the price is not fixed as described in section 10-2223,  subsection B,  paragraph 1,  the professional corporation shall deliver within the applicable time period specified in section 10-2227 a written notice to the disqualified shareholder,  offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death,  dissolution,  disqualification or transfer. The offer notice shall be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen months before the effective date of the offer notice,  an income statement for that year,  a statement of changes in shareholders' equity for that year and the latest available interim financial statements,  if any.
B. The disqualified shareholder has thirty days after the effective date of the offer notice to accept the corporation's offer or demand that the corporation commence a proceeding under section 10-2225 to determine the fair value of the disqualified shareholder's shares. If the disqualified shareholder accepts the offer,  the corporation shall make payment for the shares within sixty days after the effective date of the offer notice,  unless a later date is agreed on,  on the disqualified shareholder's surrender of the disqualified shareholder's shares to the corporation.
C. After the corporation makes payment for the shares,  the disqualified person has no further interest in them.