Title 10 — Corporations and Associations
41 chapters · 595 sections in this title.
A.R.S. § 10-3601 Admission
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A. The articles of incorporation or bylaws may establish criteria or procedures for admission of members and continuation of membership. B. No person shall be admitted as a member without that person's consent. Consent may be express or implied.
A.R.S. § 10-3602 Consideration
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Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
A.R.S. § 10-3603 No requirement of members
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A corporation is not required to have members.
A.R.S. § 10-3610 Difference in rights and obligations of members
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All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations or otherwise provide. All members have the same right…
A.R.S. § 10-3611 Transfers
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A. Except as set forth in or authorized by the articles of incorporation or bylaws, no member of a corporation may transfer a membership or any right arising from that membership. B. If transfer rights are provided, no restriction on them is binding with respect to a member holdi…
A.R.S. § 10-3612 Member's liability to third parties
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A member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation.
A.R.S. § 10-3613 Member's liability for dues, assessments and fees
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A. A member may become liable to the corporation for dues, assessments and fees. A provision of the articles of incorporation, a provision of the bylaws or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability fo…
A.R.S. § 10-3614 Creditor's action against member
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A. No creditor of the corporation may bring a proceeding to reach the liability of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation, and execution has been returned unsatisfied in whole or in part. B. All credito…
A.R.S. § 10-3620 Resignation
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A. A member may resign at any time, except as set forth in or authorized by the articles of incorporation or bylaws. B. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commi…
A.R.S. § 10-3621 Termination, expulsion and suspension
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A. No member of a corporation may be expelled or suspended, and no membership or memberships in such a corporation may be terminated or suspended, except pursuant to a procedure that is set forth in the articles of incorporation, bylaws or an agreement between the member and the …
A.R.S. § 10-3622 Purchase of memberships
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Except as provided in the articles of incorporation or bylaws, a corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. …
A.R.S. § 10-3630 Definitions
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In this article, unless the context otherwise requires: 1. "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 10-3637, in the right of a foreign corporation. 2. "Independent person" means a person with no person…
A.R.S. § 10-3631 Standing
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A. A proceeding may be brought in the right of a domestic corporation to procure a judgment in its favor by either: 1. In the case of a corporation that has members, any member or members having twenty-five per cent or more of the voting power or by fifty members, whichever is le…
A.R.S. § 10-3632 Demand
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No complainant may commence a derivative proceeding until both: 1. A written demand has been made on the corporation to take suitable action. 2. Ninety days have expired from the date the demand was made unless the complainant has earlier been notified that the demand has been re…
A.R.S. § 10-3633 Stay of proceedings
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If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
A.R.S. § 10-3634 Dismissal
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A. A derivative proceeding shall be dismissed by the court on motion by the corporation on any legal grounds, including if one of the groups specified in subsections B or F has determined in good faith after conducting a reasonable inquiry on which its conclusions are based that …
A.R.S. § 10-3635 Discontinuance or settlement
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No derivative proceeding may be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's members or a class of members, the court shall direct that notic…
A.R.S. § 10-3636 Payment of expenses
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On termination of the derivative proceeding the court may either: 1. Order the corporation to pay the plaintiff's reasonable expenses, including attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. 2. …
A.R.S. § 10-3637 Applicability to foreign corporations
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In any derivative proceeding in the right of a foreign corporation, the matters covered by this article are governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 10-3633, 10-3635 and 10-3636.
A.R.S. § 10-3640 Delegates
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A. A corporation may provide in its articles of incorporation or bylaws for delegates that have some or all of the authority of members. B. The articles of incorporation or bylaws may set forth provisions relating to: 1. The characteristics, qualifications, rights, limitations an…