Title 10 — Corporations and Associations
41 chapters · 595 sections in this title.
A.R.S. § 10-11001 Authority to amend
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A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision that is not required in the articles of incorporation. Whether a provision is required or perm…
A.R.S. § 10-11002 Amendment by board of directors
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A. If a corporation has members who are otherwise entitled to vote on amendments to the corporation's articles, then unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without m…
A.R.S. § 10-11003 Amendment by board of directors and members
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A. The following apply to amendments to the articles of incorporation by the board of directors and the members, if there are members entitled to vote on the amendment: 1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for s…
A.R.S. § 10-11004 Class voting by members on amendments
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The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation only if a class vote is provided for in the articles of incorporation or bylaws.
A.R.S. § 10-11006 Articles of amendment
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A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. The date of each amendment's adoption. 4. A statement that the amendme…
A.R.S. § 10-11007 Restated articles of incorporation
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A. A corporation's board of directors may restate its articles of incorporation at any time with or without approval by the members or any other person. B. The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendmen…
A.R.S. § 10-11008 Amendment pursuant to reorganization
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A. A corporation's articles may be amended pursuant to this section without action by the board of directors or members or approval required pursuant to section 10-11030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a federal …
A.R.S. § 10-11009 Effect of amendment and restatement
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An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed on the corporation or any property held by it by virtue of any …
A.R.S. § 10-11020 Amendment by board of directors
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A. If a corporation has no members, its board of directors may adopt one or more amendments to the corporation's bylaws. B. The adoption of an amendment pursuant to this section shall require the approval in writing by any person or persons whose approval is required pursuant to …
A.R.S. § 10-11021 Amendment by board of directors or members
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If the articles of incorporation or the bylaws require that an amendment to or repeal of the corporation's bylaws be submitted to the members, the procedures set forth in section 10-11003 shall apply.
A.R.S. § 10-11022 Class voting by members on amendments
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The members of a class of a corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles of incorporation or bylaws.
A.R.S. § 10-11023 Bylaw increasing quorum or voting requirement for members
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A. If authorized by the articles of incorporation, members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members, or of classes of members, than is required by chapters 24 through 40 of this title. The adoption or amendment of a bylaw that adds,…
A.R.S. § 10-11024 Bylaw increasing quorum or voting requirement for directors
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A. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed as follows: 1. If originally adopted by the members, only by the members. 2. If originally adopted by the board of directors, either by the members or by the board o…
A.R.S. § 10-11030 Approval by third persons
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The articles of incorporation may require a specified person or persons other than the board of directors to approve in writing any amendment to the articles of incorporation or bylaws and, unless the articles of incorporation or bylaws otherwise provide, that article provision m…
A.R.S. § 10-11031 Amendment terminating members or redeeming or canceling memberships
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A. Any amendment to the articles of incorporation or bylaws of a corporation that terminates all members or any class of members or redeems or cancels all memberships or any class of memberships shall be adopted in accordance with section 10-11002, 10-11003, 10-11020 or 10-11021,…