The Arizona Corporations Code

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Title 10, ARS – Corporations and Associations
CHAPTER 1 – GENERAL PROVISIONS
Article 2 – Filing Documents and Fees
Filing requirements 10-120
Forms 10-121
Filing, service and copying fees, public access fund, expedited report filing and access 10-122
Effective time and date of document 10-123
Correcting filed document 10-124
Filing duty of commission 10-125
Evidentiary effect of copy of filed document 10-127
Certificate of good standing 10-128
Article 3 – Arizona Corporation Commission
Powers 10-130
Article 4 – Definitions, Notice and Shareholders
Definitions 10-140
Notice 10-141
Number of shareholders 10-142
CHAPTER 2 – INCORPORATION AND TRANSFER OF DOMICILE
Article 1 – Incorporation
Incorporators 10-201
Articles of incorporation and certificate of disclosure, violation, classification 10-202
Incorporation 10-203
Liability for noncorporate transactions 10-204
Organization of corporation 10-205
Bylaws 10-206
Emergency bylaws 10-207
CHAPTER 3 – PURPOSES AND POWERS
Article 1 – General Provisions
Purposes 10-301
General powers 10-302
Emergency powers 10-303
Validity of actions 10-304
CHAPTER 4 – NAME
Article 1 – General Provisions
Corporate name 10-401
Reserved name 10-402
Registered name 10-403
CHAPTER 5 – OFFICE AND AGENT
Article 1 – Place of Business and Agent
Known place of business and statutory agent 10-501
Change of known place of business or statutory agent 10-502
Resignation of statutory agent 10-503
Service on corporation 10-504
CHAPTER 6 – SHARES AND DISTRIBUTIONS
Article 1 – Shares
Authorized shares 10-601
Terms of class or series determined by board of directors 10-602
Issued and outstanding shares 10-603
Fractional shares 10-604
Article 2 – Issuance of Shares
Subscription for shares 10-620
Issuance of shares 10-621
Liability of subscribers and shareholders 10-622
Share dividends 10-623
Share rights, options and warrants 10-624
Form and content of certificates 10-625
Shares without certificates 10-626
Restriction on transfer of shares and other securities, definition 10-627
Expense of issue 10-628
Adjustment of terms of rights, options and warrants, conditions to exercise of rights, options and warrants 10-629
Article 3 – Subsequent Acquisition of Shares by Shareholders and Corporation
Shareholders preemptive rights, definition 10-630
Corporation’s acquisition of its own shares 10-631
Article 4 – Distributions
Distribution to shareholders 10-640
CHAPTER 7 – SHAREHOLDERS
Article 1 – Meetings
Annual meeting 10-701
Special meeting 10-702
Court ordered meeting 10-703
Action by shareholders without meeting 10-704
Notice of meeting 10-705
Waiver of notice 10-706
Record date 10-707
Participation in shareholders meeting 10-708
Article 2 – Voting
Shareholders list for meeting 10-720
Voting entitlement of shares 10-721
Proxies 10-722
Shares held by nominees 10-723
Corporation’s acceptance of votes 10-724
Quorum and voting requirements for voting groups 10-725
Action by single and multiple voting groups 10-726
Greater quorum or voting requirements 10-727
Voting for directors, cumulative voting 10-728
Article 3 – Voting Trusts and Agreements
Voting trusts 10-730
Voting agreements 10-731
Shareholder agreements 10-732
Article 4 – Derivative Proceedings
Definitions 10-740
Standing 10-741
Demand 10-742
Stay of proceedings 10-743
Dismissal 10-744
Discontinuance or settlement 10-745
Payment of expenses 10-746
Applicability to foreign corporations 10-747
CHAPTER 8 – DIRECTORS AND OFFICERS
Article 1 – Board of Directors
Board of directors 10-801
Qualification of directors 10-802
Number and election of directors 10-803
Election of directors by certain classes or series of shareholders 10-804
Terms of directors generally 10-805
Staggered terms for directors 10-806
Resignation of directors 10-807
Removal of directors by shareholders 10-808
Removal of directors by judicial proceeding 10-809
Vacancy on board 10-810
Compensation of directors 10-811
Article 2 – Meetings and Action of the Board
Meetings 10-820
Action by directors without meeting 10-821
Notice of meetings 10-822
Waiver of notice 10-823
Quorum and voting 10-824
Committees 10-825
Article 3 – Standards of Conduct
General standards for directors, presumption 10-830
Liability for unlawful distributions 10-833
Article 4 – Officers
Required officers 10-840
Duties of officers 10-841
Standards of conduct for officers, presumption 10-842
Resignation and removal of officers 10-843
Contract rights of officers 10-844
Article 5 – Indemnification
Definitions 10-850
Authority to indemnify 10-851
Mandatory indemnification 10-852
Advance for expenses 10-853
Court ordered indemnification 10-854
Determination and authorization of indemnification 10-855
Indemnification of officers 10-856
Insurance 10-857
Application of article 10-858
Article 6 – Director’s Conflicting Interest Transactions
Definitions 10-860
Judicial action 10-861
Directors’ action definition 10-862
Shareholders action definition 10-863
CHAPTER 10 – AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
Article 1 – Amendment of Articles of Incorporation
Authority to amend 10-1001
Amendment by board of directors 10-1002
Amendment by board of directors and shareholders 10-1003
Voting on amendments by voting groups 10-1004
Amendment before issuance of shares 10-1005
Articles of amendment 10-1006
Restated articles of incorporation 10-1007
Amendment pursuant to reorganization 10-1008
Effect of amendments 10-1009
Article 2 – Amendment of Bylaws
Amendment by board of directors or shareholders 10-1020
Bylaw increasing quorum or voting requirement for shareholders 10-1021
Bylaw increasing quorum or voting requirement for directors 10-1022
CHAPTER 11 – MERGER AND SHARE EXCHANGE
Article 1 – General Provisions
Merger 10-1101
Share exchange 10-1102
Action on plan of merger or share exchange 10-1103
Merger of subsidiary 10-1104
Articles of merger or share exchange, publication 10-1105
CHAPTER 12 – SALE OF ASSETS
Article 1 – General Provisions
Sale of assets in regular course of business and mortgage of assets 10-1201
Sale of assets other than in regular course of business 10-1202
CHAPTER 13 – DISSENTERS RIGHTS
Article 1 – Dissent and Payment for Shares
Definitions 10-1301
Right to dissent 10-1302
Dissent by nominees and beneficial owners 10-1303
Article 2 – Procedure for Exercise of Dissenters’ Rights
Notice of dissenters rights 10-1320
Notice of intent to demand payment 10-1321
Dissenters’ notice 10-1322
Duty to demand payment 10-1323
Share restrictions 10-1324
Payment 10-1325
Failure to take action 10-1326
After-acquired shares 10-1327
Procedure if shareholder dissatisfied with payment or offer 10-1328
Article 3 – Judicial Appraisal of Shares
Court action 10-1330
Court costs and attorney fees 10-1331
CHAPTER 14 – DISSOLUTION
Article 1 – Voluntary Dissolution
Dissolution by incorporators or initial directors 10-1401
Dissolution by board of directors and shareholders 10-1402
Articles of dissolution, effective date of dissolution 10-1403
Revocation of dissolution 10-1404
Effect of dissolution 10-1405
Known claims against dissolved corporation, definition 10-1406
Unknown claims against dissolved corporation 10-1407
Article 2 – Administrative Dissolution
Grounds for administrative dissolution 10-1420
Procedure for and effect of administrative dissolution 10-1421
Reinstatement following administrative dissolution 10-1422
Article 3 – Judicial Dissolution
Grounds for judicial dissolution or equitable relief 10-1430
Procedure for judicial dissolution or equitable relief 10-1431
Receivership 10-1432
Decree of dissolution 10-1433
Election to purchase in lieu of dissolution 10-1434
Article 4 – Miscellaneous
Deposit with department of revenue 10-1440
CHAPTER 15 – FOREIGN CORPORATION
Article 1 – Grant of Authority
Authority to transact business required 10-1501
Consequences of transacting business without authority, penalty 10-1502
Application for authority to transact business 10-1503
Delivery of changes, changes requiring new authority 10-1504
Effect of grant of authority 10-1505
Corporate name of foreign corporation 10-1506
Known place of business and statutory agent of foreign corporation 10-1507
Change of known place of business or statutory agent of foreign corporation 10-1508
Resignation of statutory agent of foreign corporation 10-1509
Service on foreign corporation 10-1510
Article 2 – Withdrawal
Withdrawal of foreign corporation 10-1520
Article 3 – Revocation of Grant of Authority
Grounds for revocation 10-1530
Procedure for and effect of revocation, reinstatement 10-1531
CHAPTER 16 – RECORDS AND REPORTS
Article 1 – Records
Corporate records 10-1601
Inspection of records by shareholders 10-1602
Scope of inspection right, charge 10-1603
Court ordered inspection 10-1604
Article 2 – Reports
Financial statements for shareholders 10-1620
Other reports to shareholders 10-1621
Annual report 10-1622
Statement of bankruptcy or receivership, interrogatories before subsequent incorporation, violation, classification, definitions 10-1623
Article 3 – Miscellaneous Provisions
Certificate of good standing, license and registration renewal 10-1630
Civil liability for false statements 10-1631
Interrogatory or signature violations, corporate records, classification 10-1632
Interrogatories by the commission 10-1633
Information disclosed by interrogatories 10-1634
Certified copies received in evidence 10-1635
CHAPTER 17 – TRANSITION PROVISIONS
Article 1 – General Provisions
Application to existing domestic corporations 10-1701
Application to qualified foreign corporations 10-1702
CHAPTER 18 – MISCELLANEOUS PROVISIONS AND CORPORATIONS
Article 1 – Close Corporations
Law applicable to close corporations 10-1801
Definitions 10-1802
Mandatory provisions of articles of incorporation 10-1803
Optional provisions of articles of incorporation 10-1804
Managers 10-1805
Settlement of disputes, arbitration 10-1806
Option to dissolve 10-1807
Purposes 10-1808
Capital units, transfers and encumbrances 10-1809
Definition of relative rights of capital units 10-1810
Changes in investor relationships 10-1811
Variable relative rights 10-1812
Limitation of liability 10-1813
Appointment of conservator 10-1814
Involuntary dissolution or liquidation pursuant to court order 10-1815
Court relief other than dissolution, liquidation or appointment of conservator 10-1816
Merger of close corporations 10-1817
Article 2 – Unclaimed Shares and Dividends
Claim for unclaimed shares or dividends 10-1841
Payment of claim 10-1842
Court action upon refusal to pay claim 10-1843
Article 4 – Business Trusts
Definitions 10-1871
Classifications of business trusts 10-1872
Form of association authorized 10-1873
Required delivery to commission, certified copy of trust instrument 10-1874
Amendments to trust instrument, filing, recordation 10-1876
Powers, construction of instrument, binding effect of terms and conditions 10-1877
Taxation 10-1878
Corporation laws applicable 10-1879
CHAPTER 19 – CORPORATIONS AND ASSOCIATIONS NOT FOR PROFIT
Article 1 – Cooperative Marketing Associations
Definitions 10-2001
Law governing associations 10-2002
Requirements for formation, limitation on association profits 10-2003
Articles of incorporation, amendments 10-2004
Powers of association 10-2005
Bylaws, renewal upon expiration of contract period 10-2006
By laws concerning property rights of members, amendment 10-2007
Eligibility for membership 10-2008
Membership certificates, voting, liability 10-2009
Appraisal of interest and payment upon withdrawal or expulsion of member 10-2010
General powers of directors, election, compensation 10-2011
Organization of board of directors 10-2012
Removal of officer or director 10-2013
General and special meetings of association, notice 10-2014
Referral to membership 10-2015
Marketing contract, remedies for breach 10-2016
Pilot agreement, list of other agreements, recording 10-2017
Investments, limitation, disposition of profits 10-2018
Annual Reports 10-2019
License and other fees, tax exemption 10-2020
Distribution of unclaimed reserves 10-2021
Associations not deemed in restraint of trade 10-2022
Inducing breach of contract, spreading false report, classification 10-2023
Producer distributor agreement not to join, become or remain member of cooperative or trade association 10-2024
Exemption from security law 10-2025
Article 2 – Electric Cooperative Nonprofit Membership Corporations
Definitions 10-2051
Purpose 10-2052
Requirements for formation 10-2053
Name 10-2054
Articles of incorporation 10-2055
Amendment of articles 10-2056
Powers of electric cooperative 10-2057
Board of directors, compensation, term, quorum, 10-2058
Officers of cooperative 10-2059
Members in cooperative 10-2060
Nonliability of members for cooperative indebtedness 10-2061
Annual and special meetings of members, notice, quorum, voting 10-2062
Waiver of notice of meeting 10-2063
Bylaws 10-2064
Districts, boundaries 10-2065
Change of location of principal office 10-2066
Nonprofit operation 10-2067
Disposition of property 10-2068
Recording of mortgages, effect 10-2069
Use of roads and streets, notice, protest 10-2070
Consolidation 10-2073
Merger 10-2074
Effect of consolidation or merger 10-2075
Conversion of existing corporations 10-2076
Dissolution 10-2077
Filing of articles 10-2078
Fees 10-2079
Exemption from securities regulations 10-2080
Exemption from antitrust statutes 10-2081
Taking of acknowledgments by officer or member 10-2082
Construction of article 10-2083
Article 3 – Fraternal and Benevolent Societies
Requirements for formation 10-2101
Powers of trustees 10-2102
Title to property of society 10-2103
Election, removal and meetings of trustees 10-2104
Filing facsimile of society insignia 10-2105
Wearing insignia of patriotic or fraternal order without authority to obtain aid, classification 10-2106
Article 4 – Nonprofit Electric Generation and Transmission Cooperative Corporations
Definitions 10-2121
Purpose 10-2122
Incorporators 10-2123
Use of name 10-2124
Articles of incorporation 10-2125
Amendment of articles, change of location of principal office 10-2126
Powers of a generation and transmission cooperative 10-2127
Membership in a generation and transmission cooperative, voting, nonliability 10-2128
Annual and special meetings of members, notice, quorum 10-2129
Board of directors, term, compensation, quorum 10-2130
Officers of a generation and transmission cooperative 10-2131
Bylaws 10-2132
Nonprofit operation 10-2133
Disposition of property 10-2134
Recording of mortgages, effect 10-2135
Use of roads and streets, notice, protest 10-2136
Prohibition of duplication of service 10-2138
Consolidation 10-2139
Merger 10-2140
Conversion of cooperatives into generation and transmission cooperatives 10-2141
Effect of consolidation or merger 10-2142
Dissolution 10-2143
Filing of articles 10-2144
Fees 10-2145
Exemption from securities regulations 10-2146
Exemption from antitrust statutes 10-2147
Taking of acknowledgments by officer or member 10-2148
Admission of foreign generation and transmission cooperatives 10-2149
CHAPTER 20 – PROFESSIONAL CORPORATIONS
Article 1 – General Provisions
Definitions 10-2201
Application of Arizona business corporation act 10-2202
Article 2 – Creation
Election of professional corporation status 10-2210
Purposes 10-2211
General powers 10-2212
Rendering professional services, applicability 10-2213
Prohibited activities, authorized investments 10-2214
Corporation name 10-2215
Article 3 – Shares
Issuance of shares 10-2220
Shares and professional corporation status on shares 10-2221
Share transfer restriction 10-2222
Compulsory acquisition of shares after death, dissolution or disqualification of shareholder 10-2223
Acquisition procedure 10-2224
Court action to appraise shares 10-2225
Court costs and fees of experts 10-2226
Cancellation of disqualified shares 10-2227
Definition of disqualified shareholder 10-2228
Article 4 – Governance
Directors and officers 10-2230
Voting of shares 10-2231
Professional relationship 10-2232
Privileged communications 10-2233
Responsibility for professional services 10-2234
Article 5 – Reorganization and Termination
Merger 10-2240
Termination of professional corporation status 10-2241
Judicial dissolution 10-2242
Article 6 – Foreign Professional Corporations
Authority to transact business 10-2244
Application for authority to transact business 10-2245
Revocation of certificate of authority 10-2246
Article 8 – Transition Provisions
Application to existing corporations 10-2249
CHAPTER 21 – BUSINESS DEVELOPMENT CORPORATIONS
Article 1 – Formation and Operation
Definitions 10-2251
Purposes 10-2252
General powers 10-2253
Capital stock 10-2254
Loans by members 10-2255
Authority to become shareholders 10-2256
Temporary board of directors 10-2257
Board of directors 10-2258
Method of incorporation 10-2259
Approval of articles of incorporation, incorporation 10-2260
Authorization to commence business 10-2261
Surplus and dividends 10-2262
Investment of excess funds 10-2263
Members as agents for corporations 10-2264
Supervision and reports 10-2265
Dissolution or liquidation 10-2266
CHAPTER 23 – CORPORATE TAKEOVERS
Article 1 – In General
Definitions 10-2701
Duties of director 10-2702
Special meetings of shareholders 10-2703
Limitation on share repurchases, definition 10-2704
Compensation agreements 10-2705
Application 10-2706
Article 2 – Control Share Acquisitions
Control share acquisitions, exemption from article 10-2721
Information statement 10-2722
Meeting of shareholders 10-2723
Financing 10-2724
Voting rights 10-2725
Rights of action 10-2726
Redemption 10-2727
Article 3 – Business Combinations
Business combination with interested shareholder, approval by committee of the directors 10-2741
Requirements after three years 10-2742
Business combinations, exemptions 10-2743
CHAPTER 24 – GENERAL PROVISIONS-NONPROFIT CORPORATIONS
Article 1 – Short Title
Short title 10-3101
Reservation of power to amend or repeal 10-3102
Article 2 – Filing Documents and Fees-Nonprofit Corporations
Filing requirements 10-3120
Forms 10-3121
Filing, service and copying fees, public access fund, expedited report filing and access 10-3122
Effective time and date of document 10-3123
Correcting filed document 10-3124
Filing duty of commission 10-3125
Evidentiary effect of copy of filed document 10-3127
Certificate of good standing 10-3128
Article 3 – Arizona Corporation Commission
Powers 10-3130
Article 4 – Definitions, Notice, Private Foundations, Judicial Relief and Religious Organizations
Definitions 10-3140
Notice 10-3141
Private foundations, definition 10-3150
Judicial relief 10-3160
Religious corporations, constitutional protections 10-3180
CHAPTER 25 – INCORPORATION AND TRANSFER OF DOMICILE-NONPROFIT CORPORATIONS
Article 1 – Incorporation
Incorporators 10-3201
Articles of incorporation, violation, classification 10-3202
Incorporation 10-3203
Liability for noncorporate transactions 10-3204
Organization of corporation 10-3205
Bylaws 10-3206
Emergency bylaws 10-3207
Article 2 – Transfer of Domicile
Transfer of domicile 10-3220
Adoption of articles of domestication 10-3221
Articles of domestication 10-3222
Certificate of disclosure and certificate of good standing 10-3223
Recording and publication of articles of domestication 10-3224
Effect of change of domicile 10-3225
Transfer of domicile from this state 10-3226
CHAPTER 26 – PURPOSES AND POWERS-NONPROFIT CORPORATIONS
Article 1 – General Provisions
Purposes 10-3301
General powers 10-3302
Emergency powers 10-3303
Validity of actions, exceptions 10-3304
CHAPTER 27 – NAME-NONPROFIT CORPORATIONS
Article 1 – General Provisions
Corporate name 10-3401
Reserved name 10-3402
Registered name 10-3403
CHAPTER 28 – OFFICE AND AGENT-NONPROFIT CORPORATIONS
Article 1 – Place of Business and Agent
Known place of business and statutory agent 10-3501
Change of known place of business and statutory agent 10-3502
Resignation of statutory agent 10-3503
Service on corporation 10-3504
CHAPTER 29 – MEMBERS AND MEMBERSHIP-NONPROFIT CORPORATIONS
Article 1 – Admission of Members
Admission 10-3601
Consideration 10-3602
No requirement of members 10-3603
Article 2 – Types of Membership-Members’ Rights and Obligations
Difference in rights and obligations of members 10-3610
Transfers 10-3611
Member’s liability to third parties 10-3612
Member’s liability for dues, assessments and fees 10-3613
Creditor’s action against member 10-3614
Article 3 – Resignation and Termination
Resignation 10-3620
Termination, expulsion and suspension 10-3621
Purchase of memberships 10-3622
Article 4 – Derivative Suits
Definitions 10-3630
Standing 10-3631
Demand 10-3632
Stay of proceedings 10-3633
Dismissal 10-3634
Discontinuance or settlement 10-3635
Payment of expenses 10-3636
Applicability to foreign corporations 10-3637
Article 5 – Delegates
Delegates 10-3640
CHAPTER 30 – MEMBERS’ MEETINGS AND VOTING-NONPROFIT CORPORATIONS
Article 1 – Meetings and Action Without Meetings
Annual and regular meetings, exceptions 10-3701
Special meeting 10-3702
Court ordered meeting, costs, attorney fees 10-3703
Action by written consent, definition 10-3704
Notice of meeting 10-3705
Waiver of notice 10-3706
Record date, determining members entitled to notice and vote 10-3707
Action by written ballot 10-3708
Article 2 – Voting
Members’ list for meeting 10-3720
Voting entitlement generally 10-3721
Quorum requirements 10-3722
Voting requirements 10-3723
Proxies 10-3724
Cumulative voting for directors 10-3725
Other methods of electing directors 10-3726
Corporation’s acceptance of votes 10-3727
Article 3 – Voting Agreement and Trusts
Voting trusts 10-3730
Voting agreements 10-3731
Member agreements 10-3732
CHAPTER 31 – DIRECTORS AND OFFICERS-NONPROFIT CORPORATIONS
Article 1 – Board of Directors
Requirement for and duties of board 10-3801
Qualifications of directors 10-3802
Number of directors 10-3803
Election, designation and appointment of directors 10-3804
Terms of directors generally 10-3805
Staggered terms for directors 10-3806
Resignation of directors 10-3807
Removal of directors elected by members or directors 10-3808
Removal of designated or appointed directors 10-3809
Removal of directors by judicial proceeding 10-3810
Vacancy on board 10-3811
Compensation of directors 10-3812
Article 2 – Meetings and Action of the Board
Regular and special meetings 10-3820
Action without meeting 10-3821
Call and notice of meetings 10-3822
Waiver of notice 10-3823
Quorum and voting 10-3824
Committees of the board 10-3825
Article 3 – Standards of Conduct
General standards for directors 10-3830
Liability for unlawful distributions 10-3833
Article 4 – Office’s
Officers 10-3840
Duties and authority of officers 10-3841
Standards of conduct for officers 10-3842
Resignation and removal of officers 10-3843
Contract rights of officers 10-3844
Officers’ authority to execute documents 10-3845
Article 5 – Indemnification
Definitions 10-3850
Authority to indemnify 10-3851
Mandatory indemnification 10-3852
Advance for expenses 10-3853
Court ordered indemnification 10-3854
Determination and authorization of indemnification 10-3855
Indemnification of officers 10-3856
Insurance 10-3857
Application of article 10-3858
Article 6 – Director’s Conflicting Interest Transactions
Definitions 10-3860
Judicial action 10-3861
Directors’ action, definition 10-3862
Members’ action, definition 10-3863
Conflict of interest policy, exceptions 10-3864
CHAPTER 33 – AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS-NONPROFIT CORPORATIONS
Article 1 – Articles of Incorporation
Authority to amend 10-11001
Amendment by board of directors 10-11002
Amendment by board of directors and members 10-11003
Class voting by members on amendments 10-11004
Articles of amendment 10-11006
Restated articles of incorporation 10-11007
Amendment pursuant to reorganization 10-11008
Effect of amendment and restatement 10-11009
Article 2 – Bylaws
Amendment by board of directors 10-11020
Amendment by board of directors or members 10-11021
Class voting by members on amendments 10-11022
Bylaw increasing quorum or voting requirement for members 10-11023
Bylaw increasing quorum or voting requirement for directors 10-11024
Article 3 – Articles of Incorporation and Bylaws
Approval by third persons 10-11030
Amendment terminating members or redeeming or canceling memberships 10-11031
CHAPTER 34 – MERGERS-NONPROFIT CORPORATIONS
Article 1 – General Provisions
Approval of plan of merger 10-11101
Membership exchange 10-11102
Action on plan by board, members and third persons 10-11103
Articles of merger or membership exchange, publication 10-11105
Effect of merger or membership exchange 10-11106
Merger or exchange with other entities 10-11107
Requests, devises and gifts 10-11108
CHAPTER 35 – SALE OF ASSETS-NONPROFIT CORPORATIONS
Article 1 – General Provisions
Sale of assets in regular course of activities and mortgage of assets 10-11201
Sale of assets other than in regular course of activities 10-11202
CHAPTER 35.1 – HOSPITAL AND COMMUNITY HEALTH CENTER MERGERS AND OTHER TRANSACTIONS
Article 1 – General Provisions
Definitions 10-11251
Scope, included transactions, excluded transactions 10-11252
Public hearing, notice, requirements, summary report 10-11253
Applicability 10-11254
CHAPTER 36 – DISTRIBUTIONS-NONPROFIT CORPORATIONS
Article 1 – General Provisions
Prohibited distributions 10-11301
Authorized distributions 10-11302
CHAPTER 37 – DISSOLUTION-NONPROFIT CORPORATIONS
Article 1 – Voluntary Dissolution
Dissolution by incorporators or directors and third persons 10-11401
Dissolution by directors and third persons 10-11402
Articles of dissolution 10-11403
Revocation of dissolution 10-11404
Effect of dissolution 10-11405
Known claims against dissolved corporation 10-11406
Unknown claims against dissolved corporation 10-11407
Article 2 – Administrative Dissolution
Grounds for administrative dissolution 10-11420
Procedure for and effect of administrative dissolution 10-11421
Reinstatement following administrative dissolution 10-11422
Article 3 – Judicial Dissolution
Grounds for judicial dissolution 10-11430
Procedure for judicial dissolution 10-11431
Receivership 10-11432
Decree of dissolution 10-11433
Article 4 – Miscellaneous
Deposit with department of revenue 10-11440
CHAPTER 38 – FOREIGN CORPORATIONS-NONPROFIT CORPORATIONS
Article 1 – Grant of Authority
Authority to conduct affairs required 10-11501
Consequences of conducting affairs without authority 10-11502
Application for certificate of authority 10-11503
Changes requiring new authority 10-11504
Effect of grant of authority 10-11505
Corporate name of foreign corporation 10-11506
Known place of business and statutory agent of foreign corporation 10-11507
Change of known place of business or statutory agent of foreign corporation 10-11508
Resignation of statutory agent of foreign corporation 10-11509
Service on foreign corporation 10-11510
Article 2 – Withdrawal
Withdrawal of foreign corporation 10-11520
Article 3 – Revocation of Certificate of Authority
Grounds for revocation 10-11530
Procedure and effect of revocation 10-11531
CHAPTER 39 – RECORDS AND REPORTS-NONPROFIT CORPORATIONS
Article 1 – Records
Corporate records 10-11601
Inspection of records by members 10-11602
Scope of inspection rights, charge 10-11603
Court ordered inspection 10-11604
Limitations on use of membership list 10-11605
Article 2 – Reports
Financial statements for members 10-11620
Report of indemnification to members 10-11621
Annual report 10-11622
Statement of bankruptcy or receivership, interrogatories before subsequent incorporation, violation, classification, definition 10-11623
Article 3 – Miscellaneous Provisions
Certificate of good standing, license and registration renewal 10-11630
Civil liability for false statements 10-11631
Interrogatory or signature violations, corporate records, classification 10-11632
Interrogatories by the commission 10-11633
Information disclosed by interrogatories 10-11634
Certified copies received in evidence 10-11635
CHAPTER 40 – TRANSITION PROVISIONS-NONPROFIT CORPORATIONS
Article 1 – General Provisions
Application to existing domestic corporations 10-11701
Application to qualified foreign corporations 10-11702
CHAPTER 41 – INVESTMENTS FOR ELEEMOSYNARY PURPOSES
Article 1 – General Provisions
Definitions 10-11801
Appropriation of appreciation 10-11802
Rule of construction 10-11803
Investment authority 10-11804
Delegation of investment management 10-11805
Standard of conduct 10-11806
Release of restrictions on use or investment 10-11807
CHAPTER 42 – CORPORATE SOLE
Article 1 – General Provisions
Purposes for which corporation sole may be formed 10-11901
Requirements for formation 10-11902
Articles of incorporation, amendment 10-11903
Powers of corporation sole 10-11904
Execution of instruments 10-11905
Succession of title and authority 10-11906
Succession of title to religious property held by person not incorporated as corporation sole 10-11907
Officer, director, law applicable to corporations sole 10-11908

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