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Arizona Corporate Statutes govern how to form, amend, make public notice of and dissolve corporations. Shareholder disputes, mergers and acquisitions are addressed here with Bylaw requirements and Board Meetings.
| Title, Chapter, Articles | Statute |
|---|---|
| Arizona Revised Statutes Title 10 – Corporations and Associations | |
| 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 |
This index of laws applies to forming Arizona Corporations. Click here to view all titles of the Arizona Revised Statutes, and see this page for Arizona LLC Statutes