There is a newer version of the Arizona Revised Statutes
2010 Arizona Revised Statutes
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 |
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 | 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 |
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 |
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; Version 2 | Settlement of disputes; arbitration |
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 |
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 |
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 |
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 | 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 |
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 | 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 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 |
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 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 |
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 |
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