Title 10 — Corporations and Associations

A. All managers named in the articles of incorporation shall be natural persons. It is the purpose of this article that the corporation be operated on a day-to-day basis by one manager, by managers having divided functions or by assistant managers who can serve either as alternat…

The articles of incorporation may provide for arbitration of any deadlock or dispute involving the internal affairs of the corporation. To the extent the articles of incorporation do not provide to the contrary, such arbitration shall be governed by title 12, chapter 21. Unless o…

A. The articles of incorporation of any corporation may include a provision granting to any investor or investors an option to have the corporation dissolved at will or upon the performance or occurrence of any specified event or contingency. Whenever any such option to dissolve …

Close corporations may be organized under this article for any lawful purpose or purposes except for those purposes set forth in titles 6, 20 or 40.

A. Until a statement substantially in the form set forth in subsection B of this section has been filed with the commission, any transfer, hypothecation, other voluntary encumbrance or security interest in or of any capital unit or units shall be void as to creditors and subseque…

"Relative rights of capital units" means all the rights, privileges, obligations and duties of the capital units and may include, but are not limited to, disproportionate variations of the following: 1. Participation in dividends or distributions from operating income. 2. Partici…

Any redemption, termination or cancellation of capital units, acquisition of capital units by the corporation, issuance of additional units or change in the relative rights of capital units other than transfers or encumbrances provided for in section 10-1809 shall be effective on…

The articles of incorporation may provide for varying relationships among investors as to relative rights in capital units. It is not necessary that each close corporation provide in its articles of incorporation for variable relative rights of capital units as enumerated in this…

The investors shall not be liable for the debts, obligations or liabilities of the close corporation.

A. The superior court in the county in which the known place of business or statutory agent of the corporation is situated, may in an action by any investor, appoint a conservator or interim manager of the corporation if the court finds that a deadlock or dispute involving the in…

The superior court shall have full power to liquidate the assets and business of a close corporation: 1. In an action filed by an investor when the court finds: (a) That a deadlock or dispute involving the internal affairs of the corporation, continues to impair or threatens to i…

A. The superior court in an action filed either by an investor or by a creditor seeking relief under section 10-1815 shall have full power to make any such order or grant any such relief other than dissolution or liquidation as in its discretion it may deem appropriate including …

A. A domestic close corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6. For the purposes of this subsection: 1. References in c…

A. A person who is the owner, or the heir, devisee, successor or assign of the owner, of monies or securities acquired by the state pursuant to article XI, section 8, Constitution of Arizona, as unclaimed shares or dividends of a corporation, may file a verified claim for them wi…

A. If the department of administration is satisfied that the person making a claim, as provided by section 10-1841, is entitled to the monies or securities claimed, the director of the department of administration shall approve the claim and order the department of revenue to del…

In the event the director of the department of administration refuses to approve any claim presented as provided in section 10-1841, the claimant may file a complaint in the superior court in Maricopa county, and shall serve a copy thereof upon the attorney general, alleging the …

In this article, unless the context otherwise requires: 1. "Business trust" means an unincorporated association or trust of the type which at common law was known as a "business trust" or "Massachusetts trust", created by an instrument under which property is held and managed by …

Business trusts shall be either domestic or foreign. A domestic business trust is a business trust organized under the laws of this state. A foreign business trust includes every other business trust.

A business trust is permitted as a recognized form of association for the conduct of business within this state.

A. Any business trust desiring to transact business in this state shall deliver to the commission: 1. An executed copy of the articles, declaration of trust or trust agreement by which the trust was created and all amendments thereto, or a true copy thereof certified to be such b…

A. A domestic business trust may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6. B. If a domestic business trust is to be created in a merg…

The articles, declaration of trust or trust agreement by which any business trust was created may be amended in the manner specified therein or in such manner as is valid under the law applicable to such business trust, provided that no such amendment shall be legally effective i…

A. Subject to the provisions of section 10-1878, the powers and authority of any business trust authorized under this article to transact business in this state shall be as specified in the instrument by which it was created, as amended, which instrument shall be construed and in…

Any business trust created under this article or entering this state pursuant to this article shall pay such taxes and fees as are imposed by the laws of this state or any political subdivision thereof on domestic and foreign corporations, respectively, on an identical basis ther…

Any business trust shall be subject to such applicable provisions of law from time to time in effect with respect to domestic and foreign corporations, respectively. These shall include, without limitation, such applicable provisions of law as relate to the issuance of securities…

In this article, unless the context otherwise requires: 1. "Active member" is a member growing, producing, manufacturing, marketing, distributing or selling products or services handled by the association at the time of the membership meeting, or who during the previous year, del…

Any law in conflict with this article shall not apply to the associations organized hereunder, but general corporation laws shall apply to the associations except when they conflict or are inconsistent with the express provisions of this article.

A. The following may form a cooperative association with or without capital stock under this article: 1. Five or more persons engaged in the production of products or services. 2. Five or more small businesses, individuals or entities engaged in the marketing and distribution of …

A. Articles of incorporation shall be filed setting forth: 1. The name of the association. 2. The purposes for which it is formed. 3. The place where its principal business will be transacted. 4. The term for which it is to exist. 5. The number of directors thereof, which shall n…

An association incorporated under this article may: 1. Engage in any activity in connection with the manufacturing, marketing, harvesting, processing, storing, handling or utilization of products or services, or the providing of labor, or in connection with the purchase, hiring o…

A. Each association shall within thirty days after incorporation adopt bylaws. A majority vote of the members or their written assent is necessary to adopt such bylaws. The bylaws may provide for: 1. The time, place and manner of calling and conducting meetings. 2. The number of …

The property rights and interest of each member, whether equal or unequal, shall be set forth in the by-laws of the association as general rules applicable to all members by which the property rights and interest of each member shall be determined and fixed. The association may a…

Under the terms and conditions prescribed in its bylaws, an association may admit as members persons engaged in production of the products or services to be handled by or through the association, including lessees and tenants of land used for production of such products, lessors …

If a member of an association established without capital stock has paid his membership fee, he may receive a certificate of membership. Members are not liable for debts of the association above the sum remaining unpaid on their membership fees. No member is entitled to more than…

If a member withdraws or is expelled, the board of directors shall, within three years after withdrawal or expulsion, equitably appraise his property interest in the association and pay him for that interest. The appraisal is conclusive.

A. The affairs of the association shall be managed by the board of directors elected by the members from their number. The bylaws may provide that the territory in which the association has members be divided into districts and that the directors be elected according to such dist…

The directors shall elect from their number a president and one or more vice-presidents, and a secretary and treasurer, who need not be members. The offices of secretary and treasurer may be combined. The funds of the association shall be deposited only as authorized by the board…

A. A member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition for removal signed by ten per cent of the members. The removal shall be voted upon at the next regular or special meeting and the…

The by-laws shall provide for one or more regular meetings annually. The board of directors may call a special meeting at any time, or ten per cent of the members may file a request for a special meeting, stating the specific business to be brought before the association, and the…

Upon demand of one half of the entire board of directors any matter that has been approved or passed by the board shall be referred to the membership or the shareholders for decision at the next special or regular meeting.

A. The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time not over ten years, all or any specified part of their agricultural products, their specified commodities or their manufactured goods exclusively to o…

The association may record one of the executed marketing agreements in the office of the county recorder of the county in which the subscribing member is producing or proposing to produce the products to be marketed for him, and such agreement shall be known as the pilot agreemen…

A. An association may organize, form, operate, own, control, have an interest in, own stock of or be a member of any other corporation, with or without capital stock, engaged in processing, handling, utilizing, manufacturing, marketing, financing or selling products or services h…

The association shall make an annual report on forms furnished by the corporation commission, containing a general statement of its business during the fiscal year showing: 1. The number of members and amount of membership fees received. 2. The total expense of operations. 3. Its…

Each association shall pay a nonrefundable annual license fee of ten dollars. A nonprofit agricultural products association formed pursuant to this article shall be exempt from all franchise or license taxes imposed on its income. Each association shall pay a nonrefundable fee of…

If, after ten years from the date of declaration of distribution of reserves, any reserves so distributable remain unclaimed, they may be used by the association in its research and educational work.

An association shall not be deemed to be a combination in restraint of trade, an illegal monopoly or an attempt to lessen competition or fix prices arbitrarily. The marketing contracts or agreements between the association and its members, or any agreements or acts authorized by …

A person knowingly inducing any member of an association to breach his marketing contract with the association, or who knowingly spreads false reports concerning the finances or management thereof, is guilty of a class 2 misdemeanor, and is also liable to the injured association …

Every undertaking or promise made, whether written or oral, express or implied, is contrary to public policy and void and shall not afford any reason for granting legal or equitable relief, when constituted or contained in a contract or agreement for the sale of agricultural, hor…

Title 44, chapter 12 applies only to a cooperative association that is formed under this article if either: 1. The cooperative association is formed with capital stock. 2. The cooperative association exercises its powers pursuant to section 10-2005, paragraph 10.