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Court OpinionsState LawsAlabama US Code1 USC - General Provisions US Constitution |
Arizona Revised Statutes - Title 10 Corporations and Associations - Chapter 8 Directors and OfficersA. Notwithstanding section 10-732, each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority of... The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of... A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of... A. If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a... 10-805 Terms of directors generally A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are... The articles of incorporation may provide for staggering the directors' terms of office by dividing the total number of directors into two, three or, to... A. A director may resign at any time by delivering written notice to the board of directors, its chairman or the corporation. B. A resignation... A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only... A. The court in the county where a corporation's known place of business or, if none in this state, its statutory agent is located may... A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in... Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. A. The board of directors may hold regular or special meetings in or out of this state. B. Unless the articles of incorporation or bylaws... A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 1 through 17 of this title to be taken... A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date,... A. A director may waive any notice required by chapters 1 through 17 of this title, the articles of incorporation or the bylaws before or... A. Unless the articles of incorporation or bylaws require a different number, a quorum of board of directors consists of either: 1. A majority of... A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may create one or more committees and may appoint members of... A. A director's duties, including duties as a member of a committee, shall be discharged: 1. In good faith. 2. With the care an ordinarily... A. A director who votes for or assents to a distribution made in violation of section 10-640 or the articles of incorporation is personally liable... A. A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. B. A... Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties... A. If an officer has discretionary authority with respect to any duties, an officer's duties shall be discharged under that authority: 1. In good faith.... A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the... A. The appointment of an officer does not itself create contract rights. B. An officer's removal does not affect the officer's contract rights, if any,... In this article, unless the context otherwise requires: 1. "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other... A. Except as provided in subsection D of this section and in section 10-854, a corporation may indemnify an individual made a party to a... A. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was the prevailing party, on the merits or otherwise, in... A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of... Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification or... A. A corporation may not indemnify a director under section 10-851 unless authorized in the specific case after a determination has been made that indemnification... A. A corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to a proceeding because... A corporation may purchase and maintain insurance, including retrospectively rated and self-insured programs, on behalf of an individual who is or was a director or... A. A provision that treats a corporation's indemnification of or advance for expenses to directors and that is contained in its articles of incorporation, its... In this article, unless the context otherwise requires: 1. "Conflicting interest" with respect to a corporation means the interest a director of the corporation has... A. A transaction that is effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity... A. Directors' action respecting a transaction is effective for purposes of section 10-861, subsection B, paragraph 1 if the transaction received the affirmative vote of... A. Shareholders' action respecting a transaction is effective for purposes of section 10-861, subsection B, paragraph 2 if a majority of the votes entitled to... Last modified: February 19, 2012 |
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