Arizona Title 10 - Corporations and Associations
Chapter 1 - GENERAL PROVISIONS
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; 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
Article 4 - Definitions, Notice and Shareholders
Chapter 2 - INCORPORATION AND TRANSFER OF DOMICILE
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
Chapter 3 - PURPOSES AND POWERS
Article 1 - General Provisions
Chapter 4 - NAME
Article 1 - General Provisions
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
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
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
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 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
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
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
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
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
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 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
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 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
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
Chapter 20 - PROFESSIONAL CORPORATIONS
Article 1 - General Provisions
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
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
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
Article 2 - Filing Documents and Fees-Nonprofit Corporations
- §10-3120 Filing requirements
- §10-3121 Forms
- §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
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; 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
Chapter 26 - PURPOSES AND POWERS-NONPROFIT CORPORATIONS
Article 1 - General Provisions
Chapter 27 - NAME-NONPROFIT CORPORATIONS
Article 1 - General Provisions
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
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
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
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
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 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 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
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
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
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
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 - 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
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