| Article 2 |
Filing Documents and Fees |
|
10-120 |
Filing requirements |
|
10-121 |
Forms |
|
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 |
|
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 |
| Article 1 |
Incorporation |
|
10-201 |
Incorporators |
|
10-202 |
Articles of incorporation and certificate of
disclosure; violation; classification |
|
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 |
| Article 1 |
General Provisions |
|
10-301 |
Purposes |
|
10-302 |
General powers |
|
10-303 |
Emergency powers |
|
10-304 |
Validity of actions |
| Article 1 |
General Provisions |
|
10-401 |
Corporate name |
|
10-402 |
Reserved name |
|
10-403 |
Registered name |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| Article 1 |
General Provisions |
|
10-1101 |
Merger |
|
10-1102 |
Share exchange |
|
10-1103 |
Action on plan of merger or share exchange |
|
10-1104 |
Merger of subsidiary |
|
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 |
| 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 |
| Article 1 |
Dissent and Payment for Shares |
|
10-1301 |
Definitions |
|
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 |
| 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 |
| 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 |
| Article 3 |
Revocation of Grant of Authority |
|
10-1530 |
Grounds for revocation |
|
10-1531 |
Procedure for and effect of revocation; reinstatement |
| Article 1 |
Records |
|
10-1601 |
Corporate records |
|
10-1602 |
Inspection of records by shareholders |
|
10-1603 |
Scope of inspection right; charge |
|
10-1604 |
Courtordered 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 |
| Article 1 |
General Provisions |
|
10-1701 |
Application to existing domestic corporations |
|
10-1702 |
Application to qualified foreign 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 |
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 |
|
10-1876 |
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 |
| 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 |
Bylaws 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 |
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 |
Producerdistributor agreement not to join, become or
remain member of cooperative or trade association |
|
10-2025 |
Exemption from security law |
| Article 2 |
Electric Cooperative Nonprofit Membership
Corporations |
|
10-2051 |
Definitions |
|
10-2052 |
Purpose |
|
10-2053 |
Requirements for formation |
|
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 |
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 |
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 |
| 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 |
| 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 |
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 |
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 |
| 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 |
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 |
| 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 |
| 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 |
| 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; expedited report
filing; advance monies |
|
10-3123 |
Effective time and date of document |
|
10-3124 |
Correcting filed document |
|
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 |
| Article 1 |
Incorporation |
|
10-3201 |
Incorporators |
|
10-3202 |
Articles of incorporation; violation; classification |
|
10-3203 |
Incorporation |
|
10-3204 |
Liability for noncorporate transactions |
|
10-3205 |
Organization of corporation |
|
10-3206 |
Bylaws |
|
10-3207 |
Emergency bylaws |
| Article 2 |
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 |
| Article 1 |
General Provisions |
|
10-3301 |
Purposes |
|
10-3302 |
General powers |
|
10-3303 |
Emergency powers |
|
10-3304 |
Validity of actions |
| Article 1 |
General Provisions |
|
10-3401 |
Corporate name |
|
10-3402 |
Reserved name |
|
10-3403 |
Registered name |
| 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 |
| Article 1 |
Admission of Members |
|
10-3601 |
Admission |
|
10-3602 |
Consideration |
|
10-3603 |
No requirement of members |
| Article 2 |
Types of Membership-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 |
| 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 |
| 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 |
| 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 |
| Article 1 |
General Provisions |
|
10-11101 |
Approval of plan of merger |
|
10-11102 |
Membership exchange |
|
10-11103 |
Action on plan by board, members and third persons |
|
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 |
Requests, devises and gifts |
| 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 |
| 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 |
| Article 1 |
General Provisions |
|
10-11301 |
Prohibited distributions |
|
10-11302 |
Authorized distributions |
| 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 |
| 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 |
| Article 3 |
Revocation of Certificate of Authority |
|
10-11530 |
Grounds for revocation |
|
10-11531 |
Procedure and effect of revocation |
| 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 |
| Article 1 |
General Provisions |
|
10-11701 |
Application to existing domestic corporations |
|
10-11702 |
Application to qualified foreign corporations |
| Article 1 |
General Provisions |
|
10-11801 |
Definitions |
|
10-11802 |
Appropriation of appreciation |
|
10-11803 |
Rule of construction |
|
10-11804 |
Investment authority |
|
10-11805 |
Delegation of investment management |
|
10-11806 |
Standard of conduct |
|
10-11807 |
Release of restrictions on use or investment |
| 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 |