Chapter 1 GENERAL PROVISIONS
Article 2 Filing Documents and Fees
10-120 Filing requirements
10-121 Forms
10-122; Version 2 Filing, service and copying fees; expedited report filing and access; same day and next day services; posted wait times; advance monies; definition
10-122 Filing, service and copying fees; expedited report filing and access; same day and next day services; posted wait times; advance monies; definition
10-122.01 Public access fund; purpose; exemption; money on deposit account
10-123 Effective time and date of document
10-124 Correcting filed document; articles of incorporation; authority to transact business
10-125 Filing duty of commission
10-127 Evidentiary effect of copy of filed document
10-128 Certificate of good standing
Article 3 Arizona Corporation Commission
10-130 Powers
Article 4 Definitions, Notice and Shareholders
10-140 Definitions
10-141 Notice
10-142 Number of shareholders
Chapter 2 INCORPORATION AND TRANSFER OF DOMICILE
Article 1 Incorporation
10-201 Incorporators
10-202 Articles of incorporation
10-203 Incorporation
10-204 Liability for noncorporate transactions
10-205 Organization of corporation
10-206 Bylaws
10-207 Emergency bylaws
Article 2 Transfer of Domicile
10-220 Transfer of domicile
10-221 Adoption of articles of domestication
10-222 Articles of domestication
10-223 Certificate of disclosure and certificate of good standing
10-224 Recording and publication of articles of domestication
10-225 Effect of change of domicile
10-226 Transfer of domicile from this state
Chapter 3 PURPOSES AND POWERS
Article 1 General Provisions
10-301 Purposes
10-302 General powers
10-303 Emergency powers
10-304 Validity of actions
Chapter 4 NAME
Article 1 General Provisions
10-401 Corporate name
10-402 Reserved name
10-403 Registered name
Chapter 5 OFFICE AND AGENT
Article 1 Place of Business and Agent
10-501 Known place of business and statutory agent
10-502 Change of known place of business or statutory agent
10-503 Resignation of statutory agent
10-504 Service on corporation
Chapter 6 SHARES AND DISTRIBUTIONS
Article 1 Shares
10-601 Authorized shares
10-602 Terms of class or series determined by board of directors
10-603 Issued and outstanding shares
10-604 Fractional shares
Article 2 Issuance of Shares
10-620 Subscription for shares
10-621 Issuance of shares
10-622 Liability of subscribers and shareholders
10-623 Share dividends
10-624 Share rights, options and warrants
10-625 Form and content of certificates
10-626 Shares without certificates
10-627 Restriction on transfer of shares and other securities; definition
10-628 Expense of issue
10-629 Adjustment of terms of rights, options and warrants; conditions to exercise of rights, options and warrants
Article 3 Subsequent Acquisition of Shares by Shareholders and Corporation
10-630 Shareholders’ preemptive rights; definition
10-631 Corporation’s acquisition of its own shares
Article 4 Distributions
10-640 Distribution to shareholders
Chapter 7 SHAREHOLDERS
Article 1 Meetings
10-701 Annual meeting
10-702 Special meeting
10-703 Court ordered meeting
10-704 Action by shareholders without meeting
10-705 Notice of meeting
10-706 Waiver of notice
10-707 Record date
10-708 Participation in shareholders’ meeting
Article 2 Voting
10-720 Shareholders’ list for meeting
10-721 Voting entitlement of shares
10-722 Proxies
10-723 Shares held by nominees
10-724 Corporation’s acceptance of votes
10-725 Quorum and voting requirements for voting groups
10-726 Action by single and multiple voting groups
10-727 Greater quorum or voting requirements
10-728 Voting for directors; cumulative voting
Article 3 Voting Trusts and Agreements
10-730 Voting trusts
10-731 Voting agreements
10-732 Shareholder agreements
Article 4 Derivative Proceedings
10-740 Definitions
10-741 Standing
10-742 Demand
10-743 Stay of proceedings
10-744 Dismissal
10-745 Discontinuance or settlement
10-746 Payment of expenses
10-747 Applicability to foreign corporations
Chapter 8 DIRECTORS AND OFFICERS
Article 1 Board of Directors
10-801 Board of directors
10-802 Qualification of directors
10-803 Number and election of directors
10-804 Election of directors by certain classes or series of shareholders
10-805 Terms of directors generally
10-806 Staggered terms for directors
10-807 Resignation of directors
10-808 Removal of directors by shareholders
10-809 Removal of directors by judicial proceeding
10-810 Vacancy on board
10-811 Compensation of directors
Article 2 Meetings and Action of the Board
10-820 Meetings
10-821 Action by directors without meeting
10-822 Notice of meetings
10-823 Waiver of notice
10-824 Quorum and voting
10-825 Committees
Article 3 Standards of Conduct
10-830 General standards for directors; presumption
10-833 Liability for unlawful distributions
Article 4 Officers
10-840 Required officers
10-841 Duties of officers
10-842 Standards of conduct for officers; presumption
10-843 Resignation and removal of officers
10-844 Contract rights of officers
Article 5 Indemnification
10-850 Definitions
10-851 Authority to indemnify
10-852 Mandatory indemnification
10-853 Advance for expenses
10-854 Court ordered indemnification
10-855 Determination and authorization of indemnification
10-856 Indemnification of officers
10-857 Insurance
10-858 Application of article
Article 6 Director’s Conflicting Interest Transactions
10-860 Definitions
10-861 Judicial action
10-862 Directors’ action; definition
10-863 Shareholders’ action; definition
Chapter 9 RESERVED
Chapter 10 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
Article 1 Amendment of Articles of Incorporation
10-1001 Authority to amend
10-1002 Amendment by board of directors
10-1003 Amendment by board of directors and shareholders
10-1004 Voting on amendments by voting groups
10-1005 Amendment before issuance of shares
10-1006 Articles of amendment
10-1007 Restated articles of incorporation
10-1008 Amendment pursuant to reorganization
10-1009 Effect of amendments
Article 2 Amendment of Bylaws
10-1020 Amendment by board of directors or shareholders
10-1021 Bylaw increasing quorum or voting requirement for shareholders
10-1022 Bylaw increasing quorum or voting requirement for directors
Chapter 11 MERGER AND SHARE EXCHANGE
Article 1 General Provisions
10-1101; Version 2 Definitions
10-1101 Merger
10-1102; Version 2 Entity restructuring transactions
10-1102 Share exchange
10-1103; Version 2 Action on plan
10-1103 Action on plan of merger or share exchange
10-1104; Version 2 Merger or other transaction involving subsidiary
10-1104 Merger of subsidiary
10-1105; Version 2 Statement of merger or interest exchange; publication
10-1105 Articles of merger or share exchange; publication
10-1106 Effect of merger or share exchange
10-1107 Merger or share exchange with foreign corporation
10-1108 Merger or exchange of shares and interests with a limited liability company, limited partnership or registered limited liability partnership
Chapter 12 SALE OF ASSETS
Article 1 General Provisions
10-1201 Sale of assets in regular course of business and mortgage of assets
10-1202 Sale of assets other than in regular course of business
Chapter 13 DISSENTERS’ RIGHTS
Article 1 Dissent and Payment for Shares
10-1301 Definitions
10-1302; Version 2 Right to dissent; applicability
10-1302 Right to dissent
10-1303 Dissent by nominees and beneficial owners
Article 2 Procedure for Exercise of Dissenters’ Rights
10-1320 Notice of dissenters’ rights
10-1321 Notice of intent to demand payment
10-1322 Dissenters’ notice
10-1323 Duty to demand payment
10-1324 Share restrictions
10-1325 Payment
10-1326 Failure to take action
10-1327 After-acquired shares
10-1328 Procedure if shareholder dissatisfied with payment or offer
Article 3 Judicial Appraisal of Shares
10-1330 Court action
10-1331 Court costs and attorney fees
Chapter 14 DISSOLUTION
Article 1 Voluntary Dissolution
10-1401 Dissolution by incorporators or initial directors
10-1402 Dissolution by board of directors and shareholders
10-1403 Articles of dissolution; effective date of dissolution
10-1404 Revocation of dissolution
10-1405 Effect of dissolution
10-1406 Known claims against dissolved corporation; definition
10-1407 Unknown claims against dissolved corporation
Article 2 Administrative Dissolution
10-1420 Grounds for administrative dissolution
10-1421 Procedure for and effect of administrative dissolution
10-1422 Reinstatement following administrative dissolution
Article 3 Judicial Dissolution
10-1430 Grounds for judicial dissolution or equitable relief
10-1431 Procedure for judicial dissolution or equitable relief
10-1432 Receivership
10-1433 Decree of dissolution
10-1434 Election to purchase in lieu of dissolution
Article 4 Miscellaneous
10-1440 Deposit with department of revenue
Chapter 15 FOREIGN CORPORATION
Article 1 Grant of Authority
10-1501 Authority to transact business required
10-1502 Consequences of transacting business without authority; penalty
10-1503 Application for authority to transact business
10-1504 Delivery of changes; changes requiring new authority
10-1505 Effect of grant of authority
10-1506 Corporate name of foreign corporation
10-1507 Known place of business and statutory agent of foreign corporation
10-1508 Change of known place of business or statutory agent of foreign corporation
10-1509 Resignation of statutory agent of foreign corporation
10-1510 Service on foreign corporation
Article 2 Withdrawal
10-1520 Withdrawal of foreign corporation
10-1521 Withdrawal by duly authorized officers; foreign corporations
Article 3 Revocation of Grant of Authority
10-1530 Grounds for revocation
10-1531 Procedure for and effect of revocation; reinstatement
Chapter 16 RECORDS AND REPORTS
Article 1 Records
10-1601 Corporate records
10-1602 Inspection of records by shareholders
10-1603 Scope of inspection right; charge
10-1604 Court‑ordered inspection
Article 2 Reports
10-1620 Financial statements for shareholders
10-1621 Other reports to shareholders
10-1622 Annual report
10-1623 Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definitions
Article 3 Miscellaneous Provisions
10-1630 Certificate of good standing; license and registration renewal
10-1631 Civil liability for false statements
10-1632 Interrogatory or signature violations; corporate records; classification
10-1633 Interrogatories by the commission
10-1634 Information disclosed by interrogatories
10-1635 Certified copies received in evidence
Chapter 17 TRANSITION PROVISIONS
Article 1 General Provisions
10-1701 Application to existing domestic corporations
10-1702 Application to qualified foreign corporations
Chapter 18 MISCELLANEOUS PROVISIONS AND CORPORATIONS
Article 1 Close Corporations
10-1801 Law applicable to close corporations
10-1802 Definitions
10-1803 Mandatory provisions of articles of incorporation
10-1804 Optional provisions of articles of incorporation
10-1805 Managers
10-1806 Settlement of disputes; arbitration
10-1807 Option to dissolve
10-1808 Purposes
10-1809 Capital units, transfers and encumbrances
10-1810 Definition of relative rights of capital units
10-1811 Changes in investor relationships
10-1812 Variable relative rights
10-1813 Limitation of liability
10-1814 Appointment of conservator
10-1815 Involuntary dissolution or liquidation pursuant to court order
10-1816 Court relief other than dissolution, liquidation or appointment of conservator
10-1817; Version 2 Merger, interest exchange, conversion, domestication or division; definitions
10-1817 Merger of close corporations
10-1818 Conversion of corporate status
Article 2 Unclaimed Shares and Dividends
10-1841 Claim for unclaimed shares or dividends
10-1842 Payment of claim
10-1843 Court action upon refusal to pay claim
Article 4 Business Trusts
10-1871 Definitions
10-1872 Classifications of business trusts
10-1873 Form of association authorized
10-1874 Required delivery to commission; certified copy of trust instrument
10-1875 Merger, interest exchange, conversion, domestication or division; definitions
10-1876 Amendments to trust instrument; filing; recordation
10-1877 Powers; construction of instrument; binding effect of terms and conditions
10-1878 Taxation
10-1879 Corporation laws applicable
Chapter 19 CORPORATIONS AND ASSOCIATIONS NOT FOR PROFIT
Article 1 Cooperative Marketing Associations
10-2001 Definitions
10-2002 Law governing associations
10-2003 Requirements for formation; limitation on association profits
10-2004 Articles of incorporation; amendments
10-2005 Powers of association
10-2006 Bylaws; renewal upon expiration of contract period
10-2007 By‑laws concerning property rights of members; amendment
10-2008 Eligibility for membership
10-2009 Membership certificates; voting; liability
10-2010 Appraisal of interest and payment upon withdrawal or expulsion of member
10-2011 General powers of directors; election; compensation
10-2012 Organization of board of directors
10-2013 Removal of officer or director
10-2014 General and special meetings of association; notice
10-2015 Referral to membership
10-2016 Marketing contract; remedies for breach
10-2017 Pilot agreement; list of other agreements; recording
10-2018 Investments; limitation; disposition of profits
10-2019 Annual reports
10-2020; Version 2 License and other fees; tax exemption
10-2020 License and other fees; tax exemption
10-2021 Distribution of unclaimed reserves
10-2022 Associations not deemed in restraint of trade
10-2023 Inducing breach of contract; spreading false report; classification
10-2024 Producer‑distributor agreement not to join, become or remain member of cooperative or trade association
10-2025 Exemption from security law
10-2026 Merger, interest exchange, conversion, domestication or division; definitions
Article 2 Electric Cooperative Nonprofit Membership Corporations
10-2051 Definitions
10-2052 Purpose
10-2053 Requirements for formation
10-2054; Version 2 Name
10-2054 Name
10-2055 Articles of incorporation
10-2056 Amendment of articles
10-2057 Powers of electric cooperative
10-2058 Board of directors; compensation; term; quorum
10-2059 Officers of cooperative
10-2060 Members in cooperative
10-2061 Nonliability of members for cooperative indebtedness
10-2062 Annual and special meetings of members; notice; quorum; voting
10-2063 Waiver of notice of meeting
10-2064 Bylaws
10-2065 Districts; boundaries
10-2066 Change of location of principal office
10-2067 Nonprofit operation
10-2068 Disposition of property
10-2069 Recording of mortgages; effect
10-2070 Use of roads and streets; notice; protest
10-2073; Version 2 Merger, interest exchange, conversion, domestication or division; definitions
10-2073 Consolidation
10-2074 Merger
10-2075 Effect of consolidation or merger
10-2076 Conversion of existing corporations
10-2077 Dissolution
10-2078 Filing of articles
10-2079; Version 2 Fees
10-2079 Fees
10-2080 Exemption from securities regulations
10-2081 Exemption from antitrust statutes
10-2082 Taking of acknowledgments by officer or member
10-2083 Construction of article
10-2084 Electric cooperative nonprofit membership corporations; annual report
Article 3 Fraternal and Benevolent Societies
10-2101 Requirements for formation
10-2102 Powers of trustees
10-2103 Title to property of society
10-2104 Election, removal and meetings of trustees
10-2105 Filing facsimile of society insignia
10-2106 Wearing insignia of patriotic or fraternal order without authority to obtain aid; classification
10-2107 Merger, interest exchange, conversion, domestication or division; definitions
Article 4 Nonprofit Electric Generation and Transmission Cooperative Corporations
10-2121 Definitions
10-2122 Purpose
10-2123 Incorporators
10-2124 Use of name
10-2125 Articles of incorporation
10-2126 Amendment of articles; change of location of principal office
10-2127 Powers of a generation and transmission cooperative
10-2128 Membership in a generation and transmission cooperative; voting; nonliability
10-2129 Annual and special meetings of members; notice; quorum
10-2130 Board of directors; term; compensation; quorum
10-2131 Officers of a generation and transmission cooperative
10-2132 Bylaws
10-2133 Nonprofit operation
10-2134 Disposition of property
10-2135 Recording of mortgages; effect
10-2136 Use of roads and streets; notice; protest
10-2138 Prohibition of duplication of service
10-2139; Version 2 Merger, interest exchange, conversion, domestication or division; definitions
10-2139 Consolidation
10-2140 Merger
10-2141 Conversion of cooperatives into generation and transmission cooperatives
10-2142 Effect of consolidation or merger
10-2143 Dissolution
10-2144 Filing of articles
10-2145; Version 2 Fees
10-2145 Fees
10-2146 Exemption from securities regulations
10-2147 Exemption from antitrust statutes
10-2148 Taking of acknowledgments by officer or member
10-2149 Admission of foreign generation and transmission cooperatives
10-2150 Nonprofit electric generation and transmission cooperative corporations; annual report
Chapter 20 PROFESSIONAL CORPORATIONS
Article 1 General Provisions
10-2201 Definitions
10-2202 Application of Arizona business corporation act
Article 2 Creation
10-2210 Election of professional corporation status
10-2211 Purposes
10-2212 General powers
10-2213 Rendering professional services; applicability
10-2214 Prohibited activities; authorized investments
10-2215 Corporation name
Article 3 Shares
10-2220 Issuance of shares
10-2221 Shares and professional corporation status on shares
10-2222 Share transfer restriction
10-2223 Compulsory acquisition of shares after death, dissolution or disqualification of shareholder
10-2224 Acquisition procedure
10-2225 Court action to appraise shares
10-2226 Court costs and fees of experts
10-2227 Cancellation of disqualified shares
10-2228 Definition of disqualified shareholder
Article 4 Governance
10-2230 Directors and officers
10-2231 Voting of shares
10-2232 Professional relationship
10-2233 Privileged communications
10-2234 Responsibility for professional services
Article 5 Reorganization and Termination
10-2240; Version 2 Merger, interest exchange, conversion, domestication or division; definitions
10-2240 Merger
10-2241 Termination of professional corporation status
10-2242 Judicial dissolution
Article 6 Foreign Professional Corporations
10-2244 Authority to transact business
10-2245 Application for authority to transact business
10-2246 Revocation of certificate of authority
Article 8 Transition Provisions
10-2249 Application to existing corporations
Chapter 21 BUSINESS DEVELOPMENT CORPORATIONS
Article 1 Formation and Operation
10-2251 Definitions
10-2252 Purposes
10-2253 General powers
10-2254 Capital stock
10-2255 Loans by members
10-2256 Authority to become shareholders
10-2257 Temporary board of directors
10-2258 Board of directors
10-2259 Method of incorporation
10-2260 Approval of articles of incorporation; incorporation
10-2261 Authorization to commence business
10-2262 Surplus and dividends
10-2263 Investment of excess funds
10-2264 Members as agents for corporations
10-2265 Supervision and reports
10-2266 Dissolution or liquidation
10-2267 Merger, interest exchange, conversion, domestication or division; definitions
Chapter 22 BENEFIT CORPORATIONS (1/1/15)
Article 1 General Provisions
10-2401 Application and effect of chapter
10-2402 Definitions
10-2403 Incorporation of benefit corporation
10-2404 Election of benefit corporation status
10-2405 Termination of benefit corporation status
10-2406 Merger, interest exchange, conversion, domestication or division; definitions
Article 2 Corporate Purposes
10-2421 Corporate purposes
Article 3 Accountability
10-2431 Standard of conduct for directors
10-2432 Standard of conduct for officers
10-2433 Right of action
Article 4 Transparency
10-2441 Preparation of annual benefit report
10-2442 Availability of annual benefit report
Chapter 23 CORPORATE TAKEOVERS
Article 1 In General
10-2701 Definitions
10-2702 Duties of director
10-2703 Special meetings of shareholders
10-2704 Limitation on share repurchases; definition
10-2705 Compensation agreements
10-2706 Application
Article 2 Control Share Acquisitions
10-2721 Control share acquisitions; exemption from article
10-2722 Information statement
10-2723 Meeting of shareholders
10-2724 Financing
10-2725 Voting rights
10-2726 Rights of action
10-2727 Redemption
Article 3 Business Combinations
10-2741 Business combination with interested shareholder; approval by committee of the directors
10-2742 Requirements after three years
10-2743 Business combinations; exemptions
Chapter 24 GENERAL PROVISIONS-NONPROFIT CORPORATIONS
Article 1 Short Title
10-3101 Short title
10-3102 Reservation of power to amend or repeal
Article 2 Filing Documents and Fees-Nonprofit Corporations
10-3120 Filing requirements
10-3121 Forms
10-3122; Version 2 Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services
10-3122 Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services
10-3123 Effective time and date of document
10-3124 Correcting filed document; articles of incorporation; application for authority to conduct affairs
10-3125 Filing duty of commission
10-3127 Evidentiary effect of copy of filed document
10-3128 Certificate of good standing
Article 3 Arizona Corporation Commission
10-3130 Powers
Article 4 Definitions, Notice, Private Foundations, Judicial Relief and Religious Organizations
10-3140 Definitions
10-3141 Notice
10-3150 Private foundations; definition
10-3160 Judicial relief
10-3180 Religious corporations; constitutional protections
Chapter 25 INCORPORATION AND TRANSFER OF DOMICILE-NONPROFIT CORPORATIONS
Article 1 Incorporation
10-3201 Incorporators
10-3202 Articles of incorporation
10-3203 Incorporation
10-3204 Liability for noncorporate transactions
10-3205 Organization of corporation
10-3206 Bylaws
10-3207 Emergency bylaws
Article 25 Transfer of Domicile
10-3220 Transfer of domicile
10-3221 Adoption of articles of domestication
10-3222 Articles of domestication
10-3223 Certificate of disclosure and certificate of good standing
10-3224 Recording and publication of articles of domestication
10-3225 Effect of change of domicile
10-3226 Transfer of domicile from this state
Chapter 26 PURPOSES AND POWERS-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-3301 Purposes
10-3302 General powers
10-3303 Emergency powers
10-3304 Validity of actions
Chapter 27 NAME-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-3401 Corporate name
10-3402 Reserved name
10-3403 Registered name
Chapter 28 OFFICE AND AGENT-NONPROFIT CORPORATIONS
Article 1 Place of Business and Agent
10-3501 Known place of business and statutory agent
10-3502 Change of known place of business and statutory agent
10-3503 Resignation of statutory agent
10-3504 Service on corporation
Chapter 29 MEMBERS AND MEMBERSHIP-NONPROFIT CORPORATIONS
Article 1 Admission of Members
10-3601 Admission
10-3602 Consideration
10-3603 No requirement of members
Article 2 Types of Memberships-Members’ Rights and Obligations
10-3610 Difference in rights and obligations of members
10-3611 Transfers
10-3612 Member’s liability to third parties
10-3613 Member’s liability for dues, assessments and fees
10-3614 Creditor’s action against member
Article 3 Resignation and Termination
10-3620 Resignation
10-3621 Termination, expulsion and suspension
10-3622 Purchase of memberships
Article 4 Derivative Suits
10-3630 Definitions
10-3631 Standing
10-3632 Demand
10-3633 Stay of proceedings
10-3634 Dismissal
10-3635 Discontinuance or settlement
10-3636 Payment of expenses
10-3637 Applicability to foreign corporations
Article 5 Delegates
10-3640 Delegates
Chapter 30 MEMBERS’ MEETINGS AND VOTING-NONPROFIT CORPORATIONS
Article 1 Meetings and Action Without Meetings
10-3701 Annual and regular meetings; exceptions
10-3702 Special meeting
10-3703 Court ordered meeting; costs; attorney fees
10-3704 Action by written consent; definition
10-3705 Notice of meeting
10-3706 Waiver of notice
10-3707 Record date; determining members entitled to notice and vote
10-3708 Action by written ballot
Article 2 Voting
10-3720 Members’ list for meeting
10-3721 Voting entitlement generally
10-3722 Quorum requirements
10-3723 Voting requirements
10-3724 Proxies
10-3725 Cumulative voting for directors
10-3726 Other methods of electing directors
10-3727 Corporation’s acceptance of votes
Article 3 Voting Agreement and Trusts
10-3730 Voting trusts
10-3731 Voting agreements
10-3732 Member agreements
Chapter 31 DIRECTORS AND OFFICERS-NONPROFIT CORPORATIONS
Article 1 Board of Directors
10-3801 Requirement for and duties of board
10-3802 Qualifications of directors
10-3803 Number of directors
10-3804 Election, designation and appointment of directors
10-3805 Terms of directors generally
10-3806 Staggered terms for directors
10-3807 Resignation of directors
10-3808 Removal of directors elected by members or directors
10-3809 Removal of designated or appointed directors
10-3810 Removal of directors by judicial proceeding
10-3811 Vacancy on board
10-3812 Compensation of directors
Article 2 Meetings and Action of the Board
10-3820 Regular and special meetings
10-3821 Action without meeting
10-3822 Call and notice of meetings
10-3823 Waiver of notice
10-3824 Quorum and voting
10-3825 Committees of the board
Article 3 Standards of Conduct
10-3830 General standards for directors
10-3833 Liability for unlawful distributions
Article 4 Officers
10-3840 Officers
10-3841 Duties and authority of officers
10-3842 Standards of conduct for officers
10-3843 Resignation and removal of officers
10-3844 Contract rights of officers
10-3845 Officers’ authority to execute documents
Article 5 Indemnification
10-3850 Definitions
10-3851 Authority to indemnify
10-3852 Mandatory indemnification
10-3853 Advance for expenses
10-3854 Court ordered indemnification
10-3855 Determination and authorization of indemnification
10-3856 Indemnification of officers
10-3857 Insurance
10-3858 Application of article
Article 6 Director’s Conflicting Interest Transactions
10-3860 Definitions
10-3861 Judicial action
10-3862 Directors’ action; definition
10-3863 Members’ action; definition
10-3864 Conflict of interest policy; exceptions
Chapter 32 RESERVED
Chapter 33 AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS-NONPROFIT CORPORATIONS
Article 1 Articles of Incorporation
10-11001 Authority to amend
10-11002 Amendment by board of directors
10-11003 Amendment by board of directors and members
10-11004 Class voting by members on amendments
10-11006 Articles of amendment
10-11007 Restated articles of incorporation
10-11008 Amendment pursuant to reorganization
10-11009 Effect of amendment and restatement
Article 2 Bylaws
10-11020 Amendment by board of directors
10-11021 Amendment by board of directors or members
10-11022 Class voting by members on amendments
10-11023 Bylaw increasing quorum or voting requirement for members
10-11024 Bylaw increasing quorum or voting requirement for directors
Article 3 Articles of Incorporation and Bylaws
10-11030 Approval by third persons
10-11031 Amendment terminating members or redeeming or canceling memberships
Chapter 34 MERGERS-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-11101; Version 2 Definitions
10-11101 Approval of plan of merger
10-11102; Version 2 Entity restructuring transactions
10-11102 Membership exchange
10-11103; Version 2 Action on plan
10-11103 Action on plan by board, members and third persons
10-11105; Version 2 Statement of merger or interest exchange; publication
10-11105 Articles of merger or membership exchange; publication
10-11106 Effect of merger or membership exchange
10-11107 Merger or exchange with other entities
10-11108; Version 2 Requests, devises and gifts
10-11108 Requests, devises and gifts
Chapter 35 SALE OF ASSETS-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-11201 Sale of assets in regular course of activities and mortgage of assets
10-11202 Sale of assets other than in regular course of activities
Chapter 35.1 HOSPITAL AND COMMUNITY HEALTH CENTER MERGERS AND OTHER TRANSACTIONS
Article 1 General Provisions
10-11251 Definitions
10-11252 Scope; included transactions; excluded transactions
10-11253 Public hearing; notice; requirements; summary report
10-11254 Applicability
Chapter 36 DISTRIBUTIONS-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-11301 Prohibited distributions
10-11302 Authorized distributions
Chapter 37 DISSOLUTION-NONPROFIT CORPORATIONS
Article 1 Voluntary Dissolution
10-11401 Dissolution by incorporators or directors and third persons
10-11402 Dissolution by directors and third persons
10-11403 Articles of dissolution
10-11404 Revocation of dissolution
10-11405 Effect of dissolution
10-11406 Known claims against dissolved corporation
10-11407 Unknown claims against dissolved corporation
Article 2 Administrative Dissolution
10-11420 Grounds for administrative dissolution
10-11421 Procedure for and effect of administrative dissolution
10-11422 Reinstatement following administrative dissolution
Article 3 Judicial Dissolution
10-11430 Grounds for judicial dissolution
10-11431 Procedure for judicial dissolution
10-11432 Receivership
10-11433 Decree of dissolution
Article 4 Miscellaneous
10-11440 Deposit with department of revenue
Chapter 38 FOREIGN CORPORATIONS-NONPROFIT CORPORATIONS
Article 1 Grant of Authority
10-11501 Authority to conduct affairs required
10-11502 Consequences of conducting affairs without authority
10-11503 Application for certificate of authority
10-11504 Changes requiring new authority
10-11505 Effect of grant of authority
10-11506 Corporate name of foreign corporation
10-11507 Known place of business and statutory agent of foreign corporation
10-11508 Change of known place of business or statutory agent of foreign corporation
10-11509 Resignation of statutory agent of foreign corporation
10-11510 Service on foreign corporation
Article 2 Withdrawal
10-11520 Withdrawal of foreign corporation
10-11521 Withdrawal by directors or members; foreign corporations
Article 3 Revocation of Certificate of Authority
10-11530 Grounds for revocation
10-11531 Procedure for and effect of revocation; reinstatement
Chapter 39 RECORDS AND REPORTS-NONPROFIT CORPORATIONS
Article 1 Records
10-11601 Corporate records
10-11602 Inspection of records by members; applicability
10-11603 Scope of inspection rights; charge
10-11604 Court ordered inspection
10-11605 Limitations on use of membership list; applicability
Article 2 Reports
10-11620 Financial statements for members
10-11621 Report of indemnification to members
10-11622 Annual report
10-11623 Statement of bankruptcy or receivership; interrogatories before subsequent incorporation; violation; classification; definition
Article 3 Miscellaneous Provisions
10-11630 Certificate of good standing; license and registration renewal
10-11631 Civil liability for false statements
10-11632 Interrogatory or signature violations; corporate records; classification
10-11633 Interrogatories by the commission
10-11634 Information disclosed by interrogatories
10-11635 Certified copies received in evidence
Chapter 40 TRANSITION PROVISIONS-NONPROFIT CORPORATIONS
Article 1 General Provisions
10-11701 Application to existing domestic corporations
10-11702 Application to qualified foreign corporations
Chapter 41 INVESTMENTS FOR ELEEMOSYNARY PURPOSES
Article 1 Management of Charitable Funds General Provisions
10-11801 Definitions
10-11802 Managing and investing institutional funds; standard of conduct
10-11803 Appropriation for expenditure or accumulation of endowment fund; construction
10-11804 Delegation of management and investment functions
10-11805 Release or modification of restrictions on management, investment or purpose
10-11806 Applicability
Chapter 42 CORPORATE SOLE
Article 1 General Provisions
10-11901 Purposes for which corporation sole may be formed
10-11902 Requirements for formation
10-11903 Articles of incorporation; amendment
10-11904 Powers of corporation sole
10-11905 Execution of instruments
10-11906 Succession of title and authority
10-11907 Succession of title to religious property held by person not incorporated as corporation sole
10-11908 Officer; director; law applicable to corporations sole
10-11909 Merger, interest exchange, conversion, domestication or division; definitions