Arizona Revised Statutes Title 10 - Corporations And Associations
Chapter 1 GENERAL PROVISIONS
Article 2 Filing Documents and Fees
- § 10-120 Filing Requirements
A. In order to qualify for filing by the commission, a document shall satisfy the requirements of this section and any other section of...
- § 10-121 Forms
A. Certificates, reports and statements required by section 10-202, subsection D and sections 10-1622 and 10-1623 to be delivered to and filed by the...
- § 10-122 Filing, Service And Copying Fees; Expedited Report Filing And Access; Same Day And Next Day Services; Posted Wait Times; Advance Monies; Definition
A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, the following nonrefundable fees when the documents described in this subsection...
- § 10-122.01 Public Access Fund; Purpose; Exemption; Money On Deposit Account
A. A public access fund is established. The commission shall administer the fund. The fund consists of monies received pursuant to: 1. Section 10-122,...
- § 10-123 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...
- § 10-124 Correcting Filed Document; Articles Of Incorporation; Authority To Transact Business
A. A domestic or foreign corporation may correct a document that has been filed by the commission pursuant to chapters 1 through 17 of...
- § 10-125 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...
- § 10-127 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...
- § 10-128 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. A certificate...
Article 3 Arizona Corporation Commission
- § 10-130 Powers
The commission has the power and authority reasonably necessary to enable it to administer this title efficiently and to perform the duties imposed on...
Article 4 Definitions, Notice and Shareholders
- § 10-140 Definitions
In chapters 1 through 17 of this title, unless the context otherwise requires: 1. " Acknowledged" or " acknowledgment" means either an acknowledgment pursuant...
- § 10-141 Notice
A. Notice under chapters 1 through 17 of this title must be in writing unless oral notice is reasonable under the circumstances. Oral notice...
- § 10-142 Number Of Shareholders
A. For purposes of chapters 1 through 17 of this title, the following identified as a shareholder in a corporation's current record of shareholders...
Chapter 2 INCORPORATION
Article 1 Incorporation
- § 10-201 Incorporators
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation and a certificate of disclosure...
- § 10-202 Articles Of Incorporation
A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of section 10-401. 2. The...
- § 10-203 Incorporation
A. Unless a delayed effective date is specified in the articles of incorporation, incorporation occurs and the corporate existence begins when the articles of...
- § 10-204 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 1 through 17...
- § 10-205 Organization Of Corporation
After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization...
- § 10-206 Bylaws
A. The board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any...
- § 10-207 Emergency Bylaws
A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an...
Chapter 3 PURPOSES AND POWERS
Article 1 General Provisions
- § 10-301 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...
- § 10-302 General Powers
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as...
- § 10-303 Emergency Powers
A. In anticipation of or during an emergency as prescribed in subsection D of this section, the board of directors of a corporation may:...
- § 10-304 Validity Of Actions
A. Except as provided in subsection B, the validity of corporate action may not be challenged on the ground that the corporation lacks or...
Chapter 4 NAME
Article 1 General Provisions
- § 10-401 Corporate Name
A. A corporate name: 1. Shall contain the word " association" , " bank" , " company" , " corporation" , " limited" or...
- § 10-402 Reserved Name
A. A person may reserve the exclusive use of a corporate name, including a fictitious name to be adopted by a foreign corporation under...
- § 10-403 Registered Name
A. A foreign corporation may register its corporate name or its corporate name with any addition required by section 10-1506, if the name is...
Chapter 5 OFFICE AND AGENT
Article 1 Place of Business and Agent
Chapter 6 SHARES AND DISTRIBUTIONS
Article 1 Shares
Article 2 Issuance of Shares
- § 10-620 Subscription For Shares
A. A subscription for shares entered into before incorporation is irrevocable by the subscriber for a period of six months from the date of...
- § 10-621 Issuance Of Shares
A. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. B....
- § 10-622 Liability Of Subscribers And Shareholders
A. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares...
- § 10-623 Share Dividends
A. Unless the articles of incorporation provide otherwise, shares may be issued pro rata without consideration to the corporation's shareholders or to the shareholders...
- § 10-624 Share Rights, Options And Warrants
A. Subject to any provisions set forth in its articles of incorporation, a corporation may issue rights, options or warrants for the purchase of...
- § 10-625 Form And Content Of Certificates
A. Shares may but need not be represented by certificates. Unless chapters 1 through 17 of this title or another statute expressly provides otherwise,...
- § 10-626 Shares Without Certificates
A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or...
- § 10-627 Restriction On Transfer Of Shares And Other Securities; Definition
A. The articles of incorporation, the bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the...
- § 10-628 Expense Of Issue
A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for
- § 10-629 Adjustment Of Terms Of Rights, Options And Warrants; Conditions To Exercise Of Rights, Options And Warrants
Rights, options and warrants may include provisions that adjust the terms of the rights, options and warrants on the occurrence of one or more...
Article 3 Subsequent Acquisition of Shares by Shareholders and Corporation
Article 4 Distributions
- § 10-640 Distribution To Shareholders
A. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation...
Chapter 7 SHAREHOLDERS
Article 1 Meetings
- § 10-701 Annual Meeting
A. A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. B. Annual...
- § 10-702 Special Meeting
A. Except as provided in section 10-2703, a corporation shall hold a special meeting of shareholders either: 1. On the call of its board...
- § 10-703 Court Ordered Meeting
A. The court in the county where a corporation's known place of business is located may summarily order either: 1. An annual meeting to...
- § 10-704 Action By Shareholders Without Meeting
A. Action required or permitted by chapters 1 through 17 of this title to be taken at a shareholders' meeting may be taken without...
- § 10-705 Notice Of Meeting
A. A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting at least ten but not...
- § 10-706 Waiver Of Notice
A. A shareholder may waive any notice required by chapters 1 through 17 of this title, the articles of incorporation or the bylaws before...
- § 10-707 Record Date
A. The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine...
- § 10-708 Participation In Shareholders' Meeting
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all shareholders to participate in an annual...
Article 2 Voting
Article 3 Voting Trusts and Agreements
- § 10-730 Voting Trusts
One or more shareholders may create a voting trust, conferring on one or more trustees the right to vote or otherwise act for them,...
- § 10-731 Voting Agreements
A. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose....
- § 10-732 Shareholder Agreements
A. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though...
Article 4 Derivative Proceedings
- § 10-740 Definitions
In this article, unless the context otherwise requires: 1. " Derivative proceeding" means a civil suit in the right of a domestic corporation or,...
- § 10-741 Standing
A shareholder may not commence or maintain a derivative proceeding unless the shareholder both: 1. Was a shareholder of the corporation at the time...
- § 10-742 Demand
No shareholder may commence a derivative proceeding until both: 1. A written demand has been made on the corporation to take suitable action. 2....
- § 10-743 Stay Of Proceedings
If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such...
- § 10-744 Dismissal
A. A derivative proceeding may be dismissed by the court on motion by the corporation on any legal grounds including the group specified in...
- § 10-745 Discontinuance Or Settlement
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will...
- § 10-746 Payment Of Expenses
On termination of the derivative proceeding the court may either: 1. Order the corporation to pay the plaintiff's reasonable expenses, including attorney fees, incurred...
- § 10-747 Applicability To Foreign Corporations
In any derivative proceeding in the right of a foreign corporation, the matters covered by this article are governed by the laws of the...
Chapter 8 DIRECTORS AND OFFICERS
Article 1 Board of Directors
- § 10-801 Board Of Directors
A. Notwithstanding section 10-732, each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority...
- § 10-802 Qualification Of Directors
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder...
- § 10-803 Number And Election Of Directors
A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles...
- § 10-804 Election Of Directors By Certain Classes Or Series Of Shareholders
A. If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or...
- § 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 elected. B. The terms...
- § 10-806 Staggered Terms For Directors
The articles of incorporation may provide for staggering the directors' terms of office by dividing the total number of directors into two, three or,...
- § 10-807 Resignation Of Directors
A. A director may resign at any time by delivering written notice to the board of directors, its chairman or the corporation. B. A...
- § 10-808 Removal Of Directors By Shareholders
A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed...
- § 10-809 Removal Of Directors By Judicial Proceeding
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...
- § 10-810 Vacancy On Board
A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase...
- § 10-811 Compensation Of Directors
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Article 2 Meetings and Action of the Board
- § 10-820 Meetings
A. The board of directors may hold regular or special meetings in or out of this state. B. Unless the articles of incorporation or...
- § 10-821 Action By Directors Without Meeting
A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 1 through 17 of this title to be...
- § 10-822 Notice Of Meetings
A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the...
- § 10-823 Waiver Of Notice
A. A director may waive any notice required by chapters 1 through 17 of this title, the articles of incorporation or the bylaws before...
- § 10-824 Quorum And Voting
A. Unless the articles of incorporation or bylaws require a different number, a quorum of board of directors consists of either: 1. A majority...
- § 10-825 Committees
A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may create one or more committees and may appoint members...
Article 3 Standards of Conduct
Article 4 Officers
Article 5 Indemnification
- § 10-850 Definitions
In this article, unless the context otherwise requires: 1. " Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger...
- § 10-851 Authority To Indemnify
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...
- § 10-852 Mandatory Indemnification
A. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was the prevailing party, on the merits or otherwise,...
- § 10-853 Advance For Expenses
A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance...
- § 10-854 Court Ordered Indemnification
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...
- § 10-855 Determination And Authorization Of Indemnification
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...
- § 10-856 Indemnification Of Officers
A. A corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to a proceeding...
- § 10-857 Insurance
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...
- § 10-858 Application Of Article
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,...
Article 6 Director's Conflicting Interest Transactions
- § 10-860 Definitions
In this article, unless the context otherwise requires: 1. " Conflicting interest" with respect to a corporation means the interest a director of the...
- § 10-861 Judicial Action
A. A transaction that is effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other...
- § 10-862 Directors' Action; Definition
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...
- § 10-863 Shareholders' Action; Definition
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...
Chapter 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
Article 1 Amendment of Articles of Incorporation
Article 2 Amendment of Bylaws
Chapter 11 MERGERS AND OTHER RESTRUCTURING TRANSACTIONS
Article 1 General Provisions
- § 10-1101 Definitions
A. In this article, unless the context otherwise requires: 1. " Plan" means a plan of merger, interest exchange, conversion, domestication or division. 2....
- § 10-1102 Entity Restructuring Transactions
A. If the board of directors of a domestic corporation adopts a plan and, if required by section 10-1103, the shareholders approve a plan,...
- § 10-1103 Action On Plan
A. Except as provided in subsection G of this section, after adopting a plan, the board of directors of a domestic corporation that is...
- § 10-1104 Merger Or Other Transaction Involving Subsidiary
A. A parent entity owning at least ninety per cent of the outstanding shares of each class of a subsidiary domestic corporation may merge...
- § 10-1105 Statement Of Merger Or Interest Exchange; Publication
Within sixty days after the commission approves the filing of a statement of merger or statement of interest exchange, a copy of the statement...
Chapter 12 SALE OF ASSETS
Article 1 General Provisions
Chapter 13 DISSENTERS' RIGHTS
Article 1 Dissent and Payment for Shares
Article 2 Procedure for Exercise of Dissenters' Rights
- § 10-1320 Notice Of Dissenters' Rights
A. If proposed corporate action creating dissenters' rights under section 10-1302 is submitted to a vote at a shareholders' meeting, the meeting notice shall...
- § 10-1321 Notice Of Intent To Demand Payment
A. If proposed corporate action creating dissenters' rights under section 10-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes...
- § 10-1322 Dissenters' Notice
A. If proposed corporate action creating dissenters' rights under section 10-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters'...
- § 10-1323 Duty To Demand Payment
A. A shareholder sent a dissenters' notice described in section 10-1322 shall demand payment, certify whether the shareholder acquired beneficial ownership of the shares...
- § 10-1324 Share Restrictions
A. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate...
- § 10-1325 Payment
A. Except as provided in section 10-1327, as soon as the proposed corporate action is taken, or if such action is taken without a...
- § 10-1326 Failure To Take Action
A. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates,...
- § 10-1327 After-Acquired Shares
A. A corporation may elect to withhold payment required by section 10-1325 from a dissenter unless the dissenter was the beneficial owner of the...
- § 10-1328 Procedure If Shareholder Dissatisfied With Payment Or Offer
A. A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount...
Article 3 Judicial Appraisal of Shares
- § 10-1330 Court Action
A. If a demand for payment under section 10-1328 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment...
- § 10-1331 Court Costs And Attorney Fees
A. The court in an appraisal proceeding commenced under section 10-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses...
Chapter 14 DISSOLUTION
Article 1 Voluntary Dissolution
Article 2 Administrative Dissolution
Article 3 Judicial Dissolution
Article 4 Miscellaneous
Chapter 15 FOREIGN CORPORATION
Article 1 Grant of Authority
Article 2 Withdrawal
Article 3 Revocation of Grant of Authority
Chapter 16 RECORDS AND REPORTS
Article 1 Records
Article 2 Reports
Article 3 Miscellaneous Provisions
Chapter 17 TRANSITION PROVISIONS
Article 1 General Provisions
Chapter 18 MISCELLANEOUS PROVISIONS AND CORPORATIONS
Article 1 Close Corporations
- § 10-1801 Law Applicable To Close Corporations
Close corporations organized pursuant to this article are subject to the provisions of chapters 1 through 17 of this title except insofar as this...
- § 10-1802 Definitions
In this article, unless the context otherwise requires: 1. " Capital units" means the proportions of the proprietary interest in the corporation owned by...
- § 10-1803 Mandatory Provisions Of Articles Of Incorporation
A. The articles of incorporation of a close corporation shall set forth: 1. The name of the corporation which shall contain the words "...
- § 10-1804 Optional Provisions Of Articles Of Incorporation
The articles of incorporation of a close corporation may set forth any of the following: 1. The period of duration, if less than perpetual....
- § 10-1805 Managers
A. All managers named in the articles of incorporation shall be natural persons. It is the purpose of this article that the corporation be...
- § 10-1806 Settlement Of Disputes; Arbitration
The articles of incorporation may provide for arbitration of any deadlock or dispute involving the internal affairs of the corporation. To the extent the...
- § 10-1807 Option To Dissolve
A. The articles of incorporation of any corporation may include a provision granting to any investor or investors an option to have the corporation...
- § 10-1808 Purposes
Close corporations may be organized under this article for any lawful purpose or purposes except for those purposes set forth in titles 6, 20...
- § 10-1809 Capital Units, Transfers And Encumbrances
A. Until a statement substantially in the form set forth in subsection B of this section has been filed with the commission, any transfer,...
- § 10-1810 Definition Of Relative Rights Of Capital Units
" Relative rights of capital units" means all the rights, privileges, obligations and duties of the capital units and may include, but are not...
- § 10-1811 Changes In Investor Relationships
Any redemption, termination or cancellation of capital units, acquisition of capital units by the corporation, issuance of additional units or change in the relative...
- § 10-1812 Variable Relative Rights
The articles of incorporation may provide for varying relationships among investors as to relative rights in capital units. It is not necessary that each...
- § 10-1813 Limitation Of Liability
The investors shall not be liable for the debts, obligations or liabilities of the close corporation.
- § 10-1814 Appointment Of Conservator
A. The superior court in the county in which the known place of business or statutory agent of the corporation is situated, may in...
- § 10-1815 Involuntary Dissolution Or Liquidation Pursuant To Court Order
The superior court shall have full power to liquidate the assets and business of a close corporation: 1. In an action filed by an...
- § 10-1816 Court Relief Other Than Dissolution, Liquidation Or Appointment Of Conservator
A. The superior court in an action filed either by an investor or by a creditor seeking relief under section 10-1815 shall have full...
- § 10-1817 Merger, Interest Exchange, Conversion, Domestication Or Division; Definitions
A. A domestic close corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a...
- § 10-1818 Conversion Of Corporate Status
(Rpld. 1/1/15) A. A close corporation may convert its status to that of a corporation organized pursuant to chapter 2, article 1 of this...
Article 2 Unclaimed Shares and Dividends
Article 4 Business Trusts
- § 10-1871 Definitions
In this article, unless the context otherwise requires: 1. " Business trust" means an unincorporated association or trust of the type which at common...
- § 10-1872 Classifications Of Business Trusts
Business trusts shall be either domestic or foreign. A domestic business trust is a business trust organized under the laws of this state. A...
- § 10-1873 Form Of Association Authorized
A business trust is permitted as a recognized form of association for the conduct of business within this state.
- § 10-1874 Required Delivery To Commission; Certified Copy Of Trust Instrument
A. Any business trust desiring to transact business in this state shall deliver to the commission: 1. An executed copy of the articles, declaration...
- § 10-1875 Merger, Interest Exchange, Conversion, Domestication Or Division; Definitions
A. A domestic business trust may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a...
- § 10-1876 Amendments To Trust Instrument; Filing; Recordation
The articles, declaration of trust or trust agreement by which any business trust was created may be amended in the manner specified therein or...
- § 10-1877 Powers; Construction Of Instrument; Binding Effect Of Terms And Conditions
A. Subject to the provisions of section 10-1878, the powers and authority of any business trust authorized under this article to transact business in...
- § 10-1878 Taxation
Any business trust created under this article or entering this state pursuant to this article shall pay such taxes and fees as are imposed...
- § 10-1879 Corporation Laws Applicable
Any business trust shall be subject to such applicable provisions of law from time to time in effect with respect to domestic and foreign...
Chapter 19 CORPORATIONS AND ASSOCIATIONS NOT FOR PROFIT
Article 1 Cooperative Marketing Associations
- § 10-2001 Definitions
In this article, unless the context otherwise requires: 1. " Active member" is a member growing a product handled by the association at the...
- § 10-2002 Law Governing Associations
Any law in conflict with this article shall not apply to the associations organized hereunder, but general corporation laws shall apply to the associations...
- § 10-2003 Requirements For Formation; Limitation On Association Profits
A. Five or more persons engaged in the production of agricultural products may form a nonprofit, cooperative association without capital stock under the provisions...
- § 10-2004 Articles Of Incorporation; Amendments
A. Articles of incorporation shall be filed setting forth: 1. The name of the association. 2. The purposes for which it is formed. 3....
- § 10-2005 Powers Of Association
An association incorporated under this article may: 1. Engage in any activity in connection with the marketing, harvesting, processing, storing, handling or utilization of...
- § 10-2006 Bylaws; Renewal Upon Expiration Of Contract Period
A. Each association shall within thirty days after incorporation adopt bylaws. A majority vote of the members or their written assent is necessary to...
- § 10-2007 By‑laws Concerning Property Rights Of Members; Amendment
The property rights and interest of each member, whether equal or unequal, shall be set forth in the by-laws of the association as general...
- § 10-2008 Eligibility For Membership
Under the terms and conditions prescribed in its by-laws, an association may admit as members persons engaged in production of the agricultural products to...
- § 10-2009 Membership Certificates; Voting; Liability
If a member of an association established without capital stock has paid his membership fee, he may receive a certificate of membership. Members are...
- § 10-2010 Appraisal Of Interest And Payment Upon Withdrawal Or Expulsion Of Member
If a member withdraws or is expelled, the board of directors shall, within three years after withdrawal or expulsion, equitably appraise his property interest...
- § 10-2011 General Powers Of Directors; Election; Compensation
A. The affairs of the association shall be managed by the board of directors elected by the members from their number. The bylaws may...
- § 10-2012 Organization Of Board Of Directors
The directors shall elect from their number a president and one or more vice-presidents, and a secretary and treasurer, who need not be members....
- § 10-2013 Removal Of Officer Or Director
A. A member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with...
- § 10-2014 General And Special Meetings Of Association; Notice
The by-laws shall provide for one or more regular meetings annually. The board of directors may call a special meeting at any time, or...
- § 10-2015 Referral To Membership
Upon demand of one half of the entire board of directors any matter that has been approved or passed by the board shall be...
- § 10-2016 Marketing Contract; Remedies For Breach
A. The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over...
- § 10-2017 Pilot Agreement; List Of Other Agreements; Recording
The association may record one of the executed marketing agreements in the office of the county recorder of the county in which the subscribing...
- § 10-2018 Investments; Limitation; Disposition Of Profits
A. An association may organize, form, operate, own, control, have an interest in, own stock of or be a member of any other corporation,...
- § 10-2019 Annual Reports
The association shall make an annual report on forms furnished by the corporation commission, containing a general statement of its business during the fiscal...
- § 10-2020 License And Other Fees; Tax Exemption
Each association shall pay a nonrefundable annual license fee of ten dollars, but shall be exempt from all franchise or license taxes. Each association...
- § 10-2021 Distribution Of Unclaimed Reserves
If, after ten years from the date of declaration of distribution of reserves, any reserves so distributable remain unclaimed, they may be used by...
- § 10-2022 Associations Not Deemed In Restraint Of Trade
An association shall not be deemed to be a combination in restraint of trade, an illegal monopoly or an attempt to lessen competition or...
- § 10-2023 Inducing Breach Of Contract; Spreading False Report; Classification
A person knowingly inducing any member of an association to breach his marketing contract with the association, or who knowingly spreads false reports concerning...
- § 10-2024 Producer‑distributor Agreement Not To Join, Become Or Remain Member Of Cooperative Or Trade Association
Every undertaking or promise made, whether written or oral, express or implied, is contrary to public policy and void and shall not afford any...
- § 10-2025 Exemption From Security Law
Title 44, chapter 12 does not apply to the issuance of membership certificates or other evidence of member interest, equity or contribution by any...
- § 10-2026 Merger, Interest Exchange, Conversion, Domestication Or Division; Definitions
A. A domestic cooperative marketing association may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or...
Article 2 Electric Cooperative Nonprofit Membership Corporations
- § 10-2051 Definitions
In this article, unless the context otherwise requires: 1. " Cooperative" means a corporation that is organized under this article or that becomes subject...
- § 10-2052 Purpose
A. Cooperative nonprofit membership corporations may be organized under this article for any of the following purposes: 1. Supplying, purchasing, marketing, selling, transmitting or...
- § 10-2053 Requirements For Formation
Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner provided in this article.
- § 10-2054 Name
A. The name of a cooperative shall include the words " electric" and " cooperative, " and the abbreviation " inc., " unless, in...
- § 10-2055 Articles Of Incorporation
A. Articles of incorporation of a cooperative shall recite that they are executed pursuant to this article and shall state: 1. The name of...
- § 10-2056 Amendment Of Articles
A. A cooperative may amend its articles by complying with the requirements prescribed in subsection B of this section, but a change in location...
- § 10-2057 Powers Of Electric Cooperative
A. A cooperative organized under this article may: 1. Sue and be sued in its corporate name. 2. Have perpetual existence. 3. Adopt and...
- § 10-2058 Board Of Directors; Compensation; Term; Quorum
A. The business of a cooperative shall be managed by a board of directors. Unless the bylaws provide otherwise, each of the directors shall...
- § 10-2059 Officers Of Cooperative
The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board...
- § 10-2060 Members In Cooperative
Each incorporator of a cooperative shall be a member of the cooperative, but no other person may become a member unless the person agrees...
- § 10-2061 Nonliability Of Members For Cooperative Indebtedness
A member shall not be liable or responsible for the acts, debts, liabilities or obligations of the cooperative and the property of the members...
- § 10-2062 Annual And Special Meetings Of Members; Notice; Quorum; Voting
A. An annual meeting of the members of a cooperative shall be held at such time and place as provided in the bylaws. Special...
- § 10-2063 Waiver Of Notice Of Meeting
A person entitled to notice of a meeting may waive notice in writing either before or after the meeting. If the person attends the...
- § 10-2064 Bylaws
The board of directors shall adopt the first bylaws of a cooperative to be adopted following incorporation, conversion, merger or consolidation. Thereafter either the...
- § 10-2065 Districts; Boundaries
The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for...
- § 10-2066 Change Of Location Of Principal Office
A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing in the...
- § 10-2067 Nonprofit Operation
A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The by-laws of a cooperative or...
- § 10-2068 Disposition Of Property
A. The board of directors of a cooperative, without authorization by the members of the cooperative, may authorize the execution and delivery of mortgages...
- § 10-2069 Recording Of Mortgages; Effect
A. Any mortgage, deed of trust or other instrument executed by a cooperative doing business in this state pursuant to this article, which affects...
- § 10-2070 Use Of Roads And Streets; Notice; Protest
A. A cooperative shall have the use of, and the right is expressly granted to it to use, the public highways, county highways and...
- § 10-2073 Merger, Interest Exchange, Conversion, Domestication Or Division; Definitions
A. A domestic electric cooperative nonprofit membership corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a...
- § 10-2077 Dissolution
A. A cooperative which has not commenced business may be dissolved by delivering to the corporation commission articles of dissolution, which shall be executed...
- § 10-2078 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...
- § 10-2079 Fees
The corporation commission shall charge and collect the following nonrefundable fees for: 1. Filing articles of incorporation, ten dollars. 2. Filing articles of amendment,...
- § 10-2080 Exemption From Securities Regulations
The provisions of chapter 12 of title 44 shall not apply to any note, bond or other evidence of indebtedness issued by a cooperative...
- § 10-2081 Exemption From Antitrust Statutes
The provisions of title 44, chapter 10, article 1 do not apply to any conduct or activity of a cooperative organized pursuant to this...
- § 10-2082 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...
- § 10-2083 Construction Of Article
This article shall be construed liberally, and the enumeration of any object, purpose, power, manner, method or thing shall not be deemed to exclude...
- § 10-2084 Electric Cooperative Nonprofit Membership Corporations; Annual Report
Each electric cooperative nonprofit membership corporation incorporated pursuant to this article shall deliver to the commission for filing an annual report as required by...
Article 3 Fraternal and Benevolent Societies
- § 10-2101 Requirements For Formation
A. The members of a grand lodge or division, or of a subordinate lodge or division, acting under the authority of a grand lodge...
- § 10-2102 Powers Of Trustees
In pursuance of the rules and regulations of the society, and in conformity with the rules and regulations of the grand lodge, division or...
- § 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,...
- § 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...
- § 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...
- § 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...
- § 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...
Article 4 Nonprofit Electric Generation and Transmission Cooperative Corporations
- § 10-2121 Definitions
In this article, unless the context otherwise requires: 1. " Electric utility" means any corporation, governmental agency, political subdivision or other entity or combination...
- § 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...
- § 10-2123 Incorporators
Two or more electric utilities or persons that fulfill the requirements for being a member may organize a generation and transmission cooperative as provided...
- § 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...
- § 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....
- § 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...
- § 10-2127 Powers Of A Generation And Transmission Cooperative
A. A generation and transmission cooperative may: 1. Sue and be sued and complain and defend in its corporate name. 2. Have perpetual existence...
- § 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...
- § 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...
- § 10-2130 Board Of Directors; Term; Compensation; Quorum
A. A board of directors shall manage the business of a generation and transmission cooperative. The directors named in the articles of incorporation, consolidation,...
- § 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...
- § 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....
- § 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...
- § 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...
- § 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...
- § 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...
- § 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...
- § 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...
- § 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...
- § 10-2143 Dissolution
A. A generation and transmission cooperative that has not commenced business may dissolve voluntarily by delivering to the corporation commission articles of dissolution, executed...
- § 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...
- § 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...
- § 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...
- § 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...
- § 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...
- § 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...
- § 10-2150 Nonprofit Electric Generation And Transmission Cooperative Corporations; Annual Report
Each nonprofit electric generation and transmission cooperative corporation incorporated pursuant to this article shall deliver to the commission for filing an annual report as...
Chapter 20 PROFESSIONAL CORPORATIONS
Article 1 General Provisions
Article 2 Creation
- § 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...
- § 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...
- § 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...
- § 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...
- § 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...
- § 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...
Article 3 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...
- § 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...
- § 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...
- § 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...
- § 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,...
- § 10-2225 Court Action To Appraise Shares
A. If a disqualified shareholder does not accept the professional corporation's offer under section 10-2224, subsection B within the thirty day period or if...
- § 10-2226 Court Costs And Fees Of Experts
A. The court in an appraisal proceeding commenced under section 10-2225 shall determine all costs of the proceeding, including the reasonable compensation and expenses...
- § 10-2227 Cancellation Of Disqualified Shares
If the shares of a disqualified shareholder are not acquired pursuant to section 10-2223 within ten months after the death or dissolution of the...
- § 10-2228 Definition Of Disqualified Shareholder
In this article, unless the context otherwise requires, " disqualified shareholder" means a shareholder described in subsection 10-2223, subsection A, paragraph 1 or 2...
Article 4 Governance
- § 10-2230 Directors And Officers
At least one-half of the directors of a professional corporation and its president, if any, shall be licensed in this or another state to...
- § 10-2231 Voting Of Shares
A. Only a qualified person may be appointed a proxy to vote any voting shares of a professional corporation. B. A voting trust with...
- § 10-2232 Professional Relationship
Nothing in this chapter shall be construed to alter any law applicable to the relationship between persons furnishing and receiving professional service.
- § 10-2233 Privileged Communications
Nothing in this chapter shall be construed to alter any privilege applicable to communications between an individual rendering professional services and the person receiving...
- § 10-2234 Responsibility For Professional Services
A shareholder of a professional corporation is personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by the...
Article 5 Reorganization and Termination
Article 6 Foreign Professional Corporations
Article 8 Transition Provisions
Chapter 21 BUSINESS DEVELOPMENT CORPORATIONS
Article 1 Formation and Operation
- § 10-2251 Definitions
In this chapter, unless the context otherwise requires: 1. " Bank" means any banking corporation or national banking association. 2. " Corporation" means a...
- § 10-2252 Purposes
The purposes of a corporation formed under the terms of this chapter shall be to: 1. Assist, promote, encourage and, through the cooperative efforts...
- § 10-2253 General Powers
A corporation formed under the provisions of this chapter shall have all of the powers, rights, privileges and immunities available to any other corporation...
- § 10-2254 Capital Stock
The capital stock of a corporation shall be not less than one hundred thousand dollars to be evidenced by shares, having a par value...
- § 10-2255 Loans By Members
A. Notwithstanding the provisions of any other law, the notes or other interest-bearing obligations of a corporation shall be legal investments for the members...
- § 10-2256 Authority To Become Shareholders
Notwithstanding any other rule or provision of law or any provision in their respective charters, agreements of association, articles or organization, certificates or articles...
- § 10-2257 Temporary Board Of Directors
Until the election of a board of directors under section 10-2258, all of the affairs of the corporation shall be conducted by a temporary...
- § 10-2258 Board Of Directors
A. The affairs of a corporation shall be conducted by a board of directors, consisting of fifteen persons, who shall all be at least...
- § 10-2259 Method Of Incorporation
A. A corporation may be formed by five or more residents of the state of Arizona who each subscribe to at least one share...
- § 10-2260 Approval Of Articles Of Incorporation; Incorporation
A. The articles of incorporation required by this chapter shall be filed with the superintendent of financial institutions. Within sixty days after the receipt...
- § 10-2261 Authorization To Commence Business
A corporation formed under this chapter shall not begin the transaction of any business, except such as is incident to its organization or to...
- § 10-2262 Surplus And Dividends
Each year a corporation shall set apart, as earned surplus, all of its net earnings until such earned surplus shall equal the total of...
- § 10-2263 Investment Of Excess Funds
A. If the board of directors determines at any time that funds are available in excess of the demands and needs of the corporation,...
- § 10-2264 Members As Agents For Corporations
A corporation may by contract authorize and empower any member to act as agent for the corporation in the carrying out of the purposes...
- § 10-2265 Supervision And Reports
The superintendent of financial institutions may supervise, examine and control a corporation in the same manner as financial institutions are so supervised, examined and...
- § 10-2266 Dissolution Or Liquidation
In the event of dissolution or liquidation of a corporation none of the corporation's assets shall be distributed to the shareholders until all sums...
- § 10-2267 Merger, Interest Exchange, Conversion, Domestication Or Division; Definitions
A. A domestic business development corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or...
Chapter 22 BENEFIT CORPORATIONS
Article 1 General Provisions
- § 10-2401 Application And Effect Of Chapter
A. This chapter is applicable to all benefit corporations. B. The existence of a provision of this chapter does not of itself create an...
- § 10-2402 Definitions
In this chapter, unless the context otherwise requires: 1. " Benefit corporation" means a corporation that both: (a) Has elected to become subject to...
- § 10-2403 Incorporation Of Benefit Corporation
A benefit corporation shall be incorporated in accordance with chapter 2, article 1 of this title, except that its articles of incorporation must also...
- § 10-2404 Election Of Benefit Corporation Status
A. An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in...
- § 10-2405 Termination Of Benefit Corporation Status
A. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles...
- § 10-2406 Merger, Interest Exchange, Conversion, Domestication Or Division; Definitions
A. A domestic benefit corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a...
Article 2 Corporate Purposes
- § 10-2421 Corporate Purposes
A. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 10-301....
Article 3 Accountability
- § 10-2431 Standard Of Conduct For Directors
A. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees...
- § 10-2432 Standard Of Conduct For Officers
A. Each officer of a benefit corporation shall consider the interests and factors described in section 10-2431, subsection A, in the manner provided in...
- § 10-2433 Right Of Action
A. Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its...
Article 4 Transparency
Chapter 23 CORPORATE TAKEOVERS
Article 1 In General
- § 10-2701 Definitions
In this chapter, unless the context otherwise requires: 1. " Acquiring person" means a person that makes or proposes to make a control share...
- § 10-2702 Duties Of Director
In discharging the duties of the position of director under this chapter, a director of an issuing public corporation, in considering the best interests...
- § 10-2703 Special Meetings Of Shareholders
A. Special meetings of the shareholders of issuing public corporations may be called for any purpose or purposes under this chapter at any time...
- § 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...
- § 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...
- § 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...
Article 2 Control Share Acquisitions
- § 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...
- § 10-2722 Information Statement
A. Not later than ten days after a control share acquisition, the acquiring person shall deliver to the issuing public corporation at its principal...
- § 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,...
- § 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...
- § 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...
- § 10-2726 Rights Of Action
An acquiring person, an issuing public corporation and shareholders of an issuing public corporation may sue at law or in equity to enforce the...
- § 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...
Article 3 Business Combinations
Chapter 24 GENERAL PROVISIONS-NONPROFIT CORPORATIONS
Article 1 Short Title
Article 2 Filing Documents and Fees-Nonprofit Corporations
- § 10-3120 Filing Requirements
A. In order to qualify for filing by the commission, a document shall satisfy the requirements of this section and any other section of...
- § 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...
- § 10-3122 Filing, Service And Copying Fees; Public Access Fund; Expedited Report Filing And Access; Same Day And Next Day Services
A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following nonrefundable fees when the...
- § 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...
- § 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...
- § 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...
- § 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...
- § 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...
Article 3 Arizona Corporation Commission
- § 10-3130 Powers
The commission has the power and authority reasonably necessary to enable it to administer this title efficiently and to perform the duties imposed on...
Article 4 Definitions, Notice, Private Foundations, Judicial Relief and Religious Organizations
- § 10-3140 Definitions
In chapters 24 through 40 of this title, unless the context otherwise requires: 1. " Acknowledged" or " acknowledgment" means either an acknowledgment pursuant...
- § 10-3141 Notice
A. Notice under chapters 24 through 40 of this title must be in writing unless oral notice is reasonable under the circumstances. Oral notice...
- § 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...
- § 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...
- § 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...
Chapter 25 INCORPORATION-NONPROFIT CORPORATIONS
Article 1 Incorporation
- § 10-3201 Incorporators
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation and a certificate of disclosure...
- § 10-3202 Articles Of Incorporation
A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of section 10-3401. 2. A...
- § 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...
- § 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...
- § 10-3205 Organization Of Corporation
After incorporation the board of directors shall hold an organizational meeting at the call of a majority of the directors to complete the organization...
- § 10-3206 Bylaws
A. The board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any...
- § 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...
Chapter 26 PURPOSES AND POWERS-NONPROFIT CORPORATIONS
Article 1 General Provisions
- § 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...
- § 10-3302 General Powers
Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as...
- § 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:...
- § 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...
Chapter 27 NAME-NONPROFIT CORPORATIONS
Article 1 General Provisions
- § 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...
- § 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...
- § 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...
Chapter 28 OFFICE AND AGENT-NONPROFIT CORPORATIONS
Article 1 Place of Business and Agent
Chapter 29 MEMBERS AND MEMBERSHIP-NONPROFIT CORPORATIONS
Article 1 Admission of Members
- § 10-3601 Admission
A. The articles of incorporation or bylaws may establish criteria or procedures for admission of members and continuation of membership. B. No person shall...
- § 10-3602 Consideration
Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is...
- § 10-3603 No Requirement Of Members
A corporation is not required to have members.
Article 2 Types of Memberships-Members' Rights and Obligations
Article 3 Resignation and Termination
- § 10-3620 Resignation
A. A member may resign at any time, except as set forth in or authorized by the articles of incorporation or bylaws. B. The...
- § 10-3621 Termination, Expulsion And Suspension
A. No member of a corporation may be expelled or suspended, and no membership or memberships in such a corporation may be terminated or...
- § 10-3622 Purchase Of Memberships
Except as provided in the articles of incorporation or bylaws, a corporation may purchase the membership of a member who resigns or whose membership...
Article 4 Derivative Suits
- § 10-3630 Definitions
In this article, unless the context otherwise requires: 1. " Derivative proceeding" means a civil suit in the right of a domestic corporation or,...
- § 10-3631 Standing
A. A proceeding may be brought in the right of a domestic corporation to procure a judgment in its favor by either: 1. In...
- § 10-3632 Demand
No complainant may commence a derivative proceeding until both: 1. A written demand has been made on the corporation to take suitable action. 2....
- § 10-3633 Stay Of Proceedings
If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such...
- § 10-3634 Dismissal
A. A derivative proceeding shall be dismissed by the court on motion by the corporation on any legal grounds, including if one of the...
- § 10-3635 Discontinuance Or Settlement
No derivative proceeding may be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially...
- § 10-3636 Payment Of Expenses
On termination of the derivative proceeding the court may either: 1. Order the corporation to pay the plaintiff's reasonable expenses, including attorney fees, incurred...
- § 10-3637 Applicability To Foreign Corporations
In any derivative proceeding in the right of a foreign corporation, the matters covered by this article are governed by the laws of the...
Article 5 Delegates
- § 10-3640 Delegates
A. A corporation may provide in its articles of incorporation or bylaws for delegates that have some or all of the authority of members....
Chapter 30 MEMBERS' MEETINGS AND VOTING-NONPROFIT CORPORATIONS
Article 1 Meetings and Action Without Meetings
Article 2 Voting
- § 10-3720 Members' List For Meeting
A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all of its members...
- § 10-3721 Voting Entitlement Generally
A. Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the...
- § 10-3722 Quorum Requirements
Unless chapters 24 through 40 of this title or the articles of incorporation provide for a higher or lower quorum the bylaws may provide...
- § 10-3723 Voting Requirements
Unless chapters 24 through 40 of this title provide otherwise, the articles of incorporation or the bylaws require a greater vote or voting by...
- § 10-3724 Proxies
A. A member may vote the member's votes in person or by proxy. B. Unless the articles of incorporation or bylaws prohibit or limit...
- § 10-3725 Cumulative Voting For Directors
A. If the articles of incorporation or bylaws provide for cumulative voting by members, members may cumulate their votes for directors, by multiplying the...
- § 10-3726 Other Methods Of Electing Directors
A corporation may provide in its articles of incorporation or bylaws the process for election of directors by members or delegates by any of...
- § 10-3727 Corporation's Acceptance Of Votes
A. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting...
Article 3 Voting Agreement and Trusts
- § 10-3730 Voting Trusts
If and to the extent a membership is transferable as provided in section 10-3611, and unless otherwise provided in the articles of incorporation or...
- § 10-3731 Voting Agreements
A. Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. B. Unless...
- § 10-3732 Member Agreements
A. An agreement among the members of a corporation that complies with this section is effective among the members and the corporation even though...
Chapter 31 DIRECTORS AND OFFICERS-NONPROFIT CORPORATIONS
Article 1 Board of Directors
- § 10-3801 Requirement For And Duties Of Board
A. Each corporation shall have a board of directors. B. All corporate powers shall be exercised by or under the authority of and the...
- § 10-3802 Qualifications Of Directors
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member...
- § 10-3803 Number Of Directors
A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles...
- § 10-3804 Election, Designation And Appointment Of Directors
A. If the corporation has members, the members shall elect all the directors except the initial directors at the first annual meeting of members,...
- § 10-3805 Terms Of Directors Generally
A. The terms of the initial directors of a corporation expire at the first election, appointment or designation of directors as provided in section...
- § 10-3806 Staggered Terms For Directors
The articles of incorporation or bylaws may provide for staggering the directors' terms of office by dividing the total number of directors into two...
- § 10-3807 Resignation Of Directors
A. A director may resign at any time by delivering written notice to the board of directors, its presiding officer or the corporation. B....
- § 10-3808 Removal Of Directors Elected By Members Or Directors
A. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or bylaws. B. If the articles...
- § 10-3809 Removal Of Designated Or Appointed Directors
A. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation. B. Except...
- § 10-3810 Removal Of Directors By Judicial Proceeding
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...
- § 10-3811 Vacancy On Board
A. Unless the articles of incorporation or bylaws provide otherwise, and except as provided in subsections B and C of this section, if a...
- § 10-3812 Compensation Of Directors
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Article 2 Meetings and Action of the Board
- § 10-3820 Regular And Special Meetings
A. If the time and place of a directors' meeting is fixed by the bylaws or the board of directors, the meeting is a...
- § 10-3821 Action Without Meeting
A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be...
- § 10-3822 Call And Notice Of Meetings
A. Unless the articles of incorporation, bylaws or subsection C of this section provide otherwise, regular meetings of the board of directors may be...
- § 10-3823 Waiver Of Notice
A. A director may waive any notice required by chapters 24 through 40 of this title, the articles of incorporation or bylaws before or...
- § 10-3824 Quorum And Voting
A. Unless the articles of incorporation or bylaws require a different number, a quorum of a board of directors consists of either: 1. A...
- § 10-3825 Committees Of The Board
A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may create one or more committees and appoint members of...
Article 3 Standards of Conduct
Article 4 Officers
Article 5 Indemnification
- § 10-3850 Definitions
In this article, unless the context otherwise requires: 1. " Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger...
- § 10-3851 Authority To Indemnify
A. Except as provided in subsection D of this section, a corporation may indemnify an individual made a party to a proceeding because either:...
- § 10-3852 Mandatory Indemnification
A. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was the prevailing party, on the merits or otherwise,...
- § 10-3853 Advance For Expenses
A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance...
- § 10-3854 Court Ordered Indemnification
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...
- § 10-3855 Determination And Authorization Of Indemnification
A. A corporation may not indemnify a director under section 10-3851 unless authorized in the specific case after a determination has been made that...
- § 10-3856 Indemnification Of Officers
A. A corporation may indemnify and advance expenses under this article to an officer of the corporation who is a party to a proceeding...
- § 10-3857 Insurance
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation or...
- § 10-3858 Application Of Article
A. A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a...
Article 6 Director's Conflicting Interest Transactions
- § 10-3860 Definitions
In this article, unless the context otherwise requires: 1. " Conflicting interest" with respect to a corporation means the interest a director of the...
- § 10-3861 Judicial Action
A. A transaction that is effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other...
- § 10-3862 Directors' Action; Definition
A. Directors' action respecting a transaction is effective for purposes of section 10-3861, subsection B, paragraph 1 if the transaction received the affirmative vote...
- § 10-3863 Members' Action; Definition
A. Members' action respecting a transaction is effective for purposes of section 10-3861, subsection B, paragraph 2 if a majority of the votes entitled...
- § 10-3864 Conflict Of Interest Policy; Exceptions
A. The board of directors of a corporation shall adopt a policy regarding transactions between the corporation and interested persons, including the sale, lease...
Chapter 33 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS-NONPROFIT CORPORATIONS
Article 1 Articles of Incorporation
Article 2 Bylaws
Article 3 Articles of Incorporation and Bylaws
Chapter 34 MERGERS AND OTHER RESTRUCTURING TRANSACTIONS-NONPROFIT CORPORATIONS
Article 1 General Provisions
- § 10-11101 Definitions
A. In this article, unless the context otherwise requires: 1. " Plan" means a plan of merger, interest exchange, conversion, domestication or division, as...
- § 10-11102 Entity Restructuring Transactions
A. If its board of directors adopts and, if required by section 10-11103, its members and other persons approve a plan, a domestic corporation...
- § 10-11103 Action On Plan
A. If the members of a domestic corporation or other persons are entitled to vote on or approve the plan, except as provided in...
- § 10-11105 Statement Of Merger Or Interest Exchange; Publication
Within sixty days after the commission approves the filing, a copy of the statement of merger or interest exchange shall be published. An affidavit...
- § 10-11108 Requests, Devises And Gifts
Unless the will or other instrument otherwise specifically provides, any bequest, devise, gift, grant or promise that is contained in a will or other...
Chapter 35 SALE OF ASSETS-NONPROFIT CORPORATIONS
Article 1 General Provisions
Chapter 35 HOSPITAL AND COMMUNITY HEALTH CENTER MERGERS AND OTHER TRANSACTIONS
Article 1 General Provisions
Chapter 36 DISTRIBUTIONS-NONPROFIT CORPORATIONS
Article 1 General Provisions
Chapter 37 DISSOLUTION-NONPROFIT CORPORATIONS
Article 1 Voluntary Dissolution
Article 2 Administrative Dissolution
Article 3 Judicial Dissolution
Article 4 Miscellaneous
Chapter 38 FOREIGN CORPORATIONS-NONPROFIT CORPORATIONS
Article 1 Grant of Authority
Article 2 Withdrawal
Article 3 Revocation of Certificate of Authority
Chapter 39 RECORDS AND REPORTS-NONPROFIT CORPORATIONS
Article 1 Records
Article 2 Reports
Article 3 Miscellaneous Provisions
Chapter 40 TRANSITION PROVISIONS-NONPROFIT CORPORATIONS
Article 1 General Provisions
Chapter 41 INVESTMENTS FOR ELEEMOSYNARY PURPOSES
Article 1 Management of Charitable Funds General Provisions
- § 10-11801 Definitions
In this chapter, unless the context otherwise requires: 1. " Endowment fund" means an institutional fund or part of an institutional fund that, under...
- § 10-11802 Managing And Investing Institutional Funds; Standard Of Conduct
A. Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider...
- § 10-11803 Appropriation For Expenditure Or Accumulation Of Endowment Fund; Construction
A. Subject to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of...
- § 10-11804 Delegation Of Management And Investment Functions
A. Subject to any specific limitation set forth in a gift instrument or in law other than this chapter, an institution may delegate to...
- § 10-11805 Release Or Modification Of Restrictions On Management, Investment Or Purpose
A. If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a...
- § 10-11806 Applicability
This chapter applies to institutional funds existing on or established after the effective date of this chapter. As applied to institutional funds existing on...
Chapter 42 CORPORATE SOLE
Article 1 General Provisions
- § 10-11901 Purposes For Which Corporation Sole May Be Formed
Corporations may be formed to acquire, hold and dispose of church or religious society property for the benefit of religion, for works of charity...
- § 10-11902 Requirements For Formation
A person vested with the legal title to property of a church or religious society in conformity with its constitution, canons, rites or regulations,...
- § 10-11903 Articles Of Incorporation; Amendment
A. The articles of incorporation shall contain: 1. The name of the corporation. 2. The object of the corporation. 3. The estimated value of...
- § 10-11904 Powers Of Corporation Sole
Upon executing and filing for record articles of incorporation as provided in this article, the person subscribing thereto and his successor in office by...
- § 10-11905 Execution Of Instruments
All deeds and other instruments in writing shall be made and signed in the name of the corporation sole in the capacity designated in...
- § 10-11906 Succession Of Title And Authority
In the event of the death, resignation or removal of the person who is a corporation sole, his successor in office shall be vested...
- § 10-11907 Succession Of Title To Religious Property Held By Person Not Incorporated As Corporation Sole
In case of the death, resignation or removal of a person who, at the time of his death, resignation or removal, was holding the...
- § 10-11908 Officer; Director; Law Applicable To Corporations Sole
A. The person comprising the corporation sole is the only director and officer for the corporation sole unless the articles or bylaws of the...
- § 10-11909 Merger, Interest Exchange, Conversion, Domestication Or Division; Definitions
A. A domestic corporation sole may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a...
Last modified: October 13, 2016