Title 10 — Corporations and Associations
41 chapters · 595 sections in this title.
A.R.S. § 10-2132 Bylaws
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The board of directors shall adopt the first bylaws of a generation and transmission cooperative to be adopted following incorporation, conversion, merger or consolidation. Thereafter, bylaws shall be adopted, amended or repealed either by the board of directors or by a majority …
A.R.S. § 10-2133 Nonprofit operation
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A generation and transmission cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a generation and transmission cooperative or its contracts with consumers shall contain such provisions relative to the disposition of…
A.R.S. § 10-2134 Disposition of property
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A. The board of directors of a generation and transmission cooperative may, without authorization by the members, authorize the execution and delivery of mortgages or deeds of trust pledging or encumbering any or all of the property, assets, rights, privileges, licenses, franchis…
A.R.S. § 10-2135 Recording of mortgages; effect
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A. Any mortgage, deed of trust or other instrument executed by a generation and transmission cooperative doing business in this state pursuant to this article, which affects real and personal property which is recorded in the office of the county recorder in any county in which t…
A.R.S. § 10-2136 Use of roads and streets; notice; protest
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A. A generation and transmission cooperative has the use of, and the right is expressly granted to it to use, the public highways, county highways and streets and alleys in any area of this state. The generation and transmission cooperative may construct and operate lines connect…
A.R.S. § 10-2138 Prohibition of duplication of service
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A generation and transmission cooperative organized pursuant to this article is expressly prohibited from supplying electric generation service in the certificated service territory of or to any corporation in the certificated service territory of or to any member of a member own…
A.R.S. § 10-2139 Merger, interest exchange, conversion, domestication or division; definitions
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A. A domestic nonprofit electric generation and transmission cooperative corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapter 34 of this title and title 29, chapter 6. B. Except …
A.R.S. § 10-2141 Conversion of cooperatives into generation and transmission cooperatives
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A cooperative created pursuant to article 2 of this chapter and which meets the requirements of this article may be converted into a generation and transmission cooperative authorized to do business and entitled to all privileges and immunities of a generation and transmission co…
A.R.S. § 10-2143 Dissolution
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A. A generation and transmission cooperative that has not commenced business may dissolve voluntarily by delivering to the corporation commission articles of dissolution, executed and acknowledged on behalf of the generation and transmission cooperative by a majority of the incor…
A.R.S. § 10-2144 Filing of articles
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Articles of incorporation, amendment, consolidation, merger, conversion or dissolution, when executed by the cooperative, shall be delivered to the corporation commission for filing. If the corporation commission finds that the articles presented conform to the requirements of th…
A.R.S. § 10-2145 Fees
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The corporation commission shall charge and collect the following nonrefundable fees: 1. Filing articles of incorporation, ten dollars. 2. Filing articles of amendment, ten dollars. 3. Filing statement of merger, interest exchange, conversion, domestication or division, ten dolla…
A.R.S. § 10-2146 Exemption from securities regulations
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The provisions of title 44, chapter 12 do not apply to any note, bond or other evidence of indebtedness issued by a generation and transmission cooperative doing business in this state pursuant to this article, to the United States or any agency or instrumentality of the United S…
A.R.S. § 10-2147 Exemption from antitrust statutes
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The provisions of title 44, chapter 10, article 1 do not apply to any conduct or activity of a generation and transmission cooperative organized pursuant to this article, which conduct or activity is approved by a statute of this state or of the United States or by the corporatio…
A.R.S. § 10-2148 Taking of acknowledgments by officer or member
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A person authorized to take acknowledgments under the laws of this state shall not be disqualified from taking acknowledgments of instruments executed in favor of a generation and transmission cooperative or to which it is a party, by reason of being an officer, director or membe…
A.R.S. § 10-2149 Admission of foreign generation and transmission cooperatives
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A foreign generation and transmission cooperative is entitled to all rights, exemptions, privileges and immunities of a generation and transmission cooperative organized under this article, except that a foreign generation and transmission cooperative need not comply with section…
A.R.S. § 10-2150 Nonprofit electric generation and transmission cooperative corporations; annual report
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Each nonprofit electric generation and transmission cooperative corporation incorporated pursuant to this article shall deliver to the commission for filing an annual report as required by section 10-11622.
A.R.S. § 10-2151 Expanded use for broadband service; notice; just compensation actions
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B. The property owner must commence an action in the superior court for just compensation based on diminution in value not later than eighteen months after the date the generation and transmission cooperative provides notice to the property owner of the expanded use for broadband…
A.R.S. § 10-2152 Annual assessments; gross intrastate revenue exception
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1. Regulated by the corporation commission. 2. Subject to the corporation commission's annual assessment.
A.R.S. § 10-2201 Definitions
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In this chapter, unless the context otherwise requires: 1. "Disqualified person" means an individual or entity that is not or ceases to be a qualified person. 2. "Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rende…
A.R.S. § 10-2202 Application of Arizona business corporation act
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Chapters 1 through 17 of this title apply to professional corporations, both domestic and foreign, to the extent they are not inconsistent with the express provisions of this chapter.
A.R.S. § 10-2210 Election of professional corporation status
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A. One or more persons may incorporate a professional corporation by delivering to the commission for filing a certificate of disclosure that contains the information set forth in section 10-202, subsection D and is subject to the requirements of section 10-202, subsection F and …
A.R.S. § 10-2211 Purposes
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A. Except to the extent authorized by subsection B of this section or the other provisions of this chapter, a corporation may elect professional corporation status under section 10-2210 solely for the purpose of rendering professional services, including services ancillary to the…
A.R.S. § 10-2212 General powers
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A. Except as provided in subsection B of this section, a professional corporation has the powers enumerated in section 10-302. B. A professional corporation may be a general partner of a partnership, a trustee of a trust, a co-venturer of a joint venture or a manager of a limited…
A.R.S. § 10-2213 Rendering professional services; applicability
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A. A domestic or foreign professional corporation may render professional services in this state only through individuals licensed in this state to render the services. B. Subsection A of this section does not: 1. Require an individual employed by a professional corporation to be…
A.R.S. § 10-2214 Prohibited activities; authorized investments
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A. A professional corporation may not render any professional service or engage in any business other than the professional service, including services ancillary to the professional service, and the business authorized by its articles of incorporation, except to the extent that t…
A.R.S. § 10-2215 Corporation name
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A. The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of sections 10-401 and 10-1506, shall: 1. Contain the words "professional corporation", "professi…
A.R.S. § 10-2220 Issuance of shares
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A. A professional corporation may issue voting shares, fractional voting shares and rights or options to purchase voting shares only to: 1. Individuals who are licensed by law in this or another state to render a professional service described in the corporation's articles of inc…
A.R.S. § 10-2221 Shares and professional corporation status on shares
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Notwithstanding section 10-627, no statement or notice of any restrictions imposed by this chapter on the transfer of shares of a professional corporation is required to appear on any share certificate issued by a professional corporation or to otherwise be provided to the shareh…
A.R.S. § 10-2222 Share transfer restriction
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A. Voting shares, fractional voting shares and rights or options to purchase voting shares of a professional corporation that are held by persons described in section 10-2220, subsection A, paragraphs 1, 2 and 3 may be transferred or pledged, whether voluntarily, involuntarily, b…
A.R.S. § 10-2223 Compulsory acquisition of shares after death, dissolution or disqualification of shareholder
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A. Except as provided in subsection C of this section, and unless the shares are otherwise acquired by a qualified person within the applicable time period specified in section 10-2227, a professional corporation shall acquire the voting shares of its shareholder within the appli…
A.R.S. § 10-2224 Acquisition procedure
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A. If shares must be acquired under section 10-2223 and the price is not fixed as described in section 10-2223, subsection B, paragraph 1, the professional corporation shall deliver within the applicable time period specified in section 10-2227 a written notice to the disqualifie…
A.R.S. § 10-2225 Court action to appraise shares
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A. If a disqualified shareholder does not accept the professional corporation's offer under section 10-2224, subsection B within the thirty day period or if the professional corporation does not make an offer pursuant to section 10-2224, subsection A within the applicable time pe…
A.R.S. § 10-2226 Court costs and fees of experts
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A. The court in an appraisal proceeding commenced under section 10-2225 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation unless the…
A.R.S. § 10-2227 Cancellation of disqualified shares
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If the shares of a disqualified shareholder are not acquired pursuant to section 10-2223 within ten months after the death or dissolution of the shareholder or within five months after the disqualification or transfer, the professional corporation shall immediately cancel the sha…
A.R.S. § 10-2228 Definition of disqualified shareholder
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In this article, unless the context otherwise requires, "disqualified shareholder" means a shareholder described in subsection 10-2223, subsection A, paragraph 1 or 2 or the legal representative of that shareholder.
A.R.S. § 10-2230 Directors and officers
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At least one-half of the directors of a professional corporation and its president, if any, shall be licensed in this or another state to render a professional service described in the corporation's articles of incorporation.
A.R.S. § 10-2231 Voting of shares
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A. Only a qualified person may be appointed a proxy to vote any voting shares of a professional corporation. B. A voting trust with respect to voting shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. If a trustee…
A.R.S. § 10-2232 Professional relationship
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Nothing in this chapter shall be construed to alter any law applicable to the relationship between persons furnishing and receiving professional service.
A.R.S. § 10-2233 Privileged communications
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Nothing in this chapter shall be construed to alter any privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under any applicable law. The privilege applies to a domestic or foreign professio…
A.R.S. § 10-2234 Responsibility for professional services
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A shareholder of a professional corporation is personally and fully liable and accountable for any negligent or wrongful act or misconduct committed by the shareholder or by any person under the shareholder's direct supervision and control while rendering professional services on…
A.R.S. § 10-2240 Merger, interest exchange, conversion, domestication or division; definitions
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A. A domestic professional 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. B. If a domestic professional corporation is to …
A.R.S. § 10-2241 Termination of professional corporation status
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A. If a professional corporation ceases to render professional services or otherwise elects to terminate its professional corporation status, it shall amend its articles of incorporation to: 1. Delete references to rendering professional services, unless as described in section 1…
A.R.S. § 10-2242 Judicial dissolution
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The attorney general may commence a proceeding under sections 10-1430 through 10-1433 to dissolve a professional corporation if: 1. The commission serves written notice on the corporation under section 10-504 that it has violated or is violating a provision of this chapter. 2. Th…
A.R.S. § 10-2244 Authority to transact business
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A. Except as provided in subsection C of this section, a foreign professional corporation shall not transact business in this state until it is granted authority to transact business in this state from the commission. B. A foreign professional corporation may not obtain authority…
A.R.S. § 10-2245 Application for authority to transact business
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The application of a foreign professional corporation for authority to transact business in this state shall contain the information prescribed in section 10-1503 and shall include a statement that at least one-half of its shareholders who are entitled to vote for the election of…
A.R.S. § 10-2246 Revocation of certificate of authority
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Pursuant to chapter 15, article 3 of this title, the commission may administratively revoke the authority of a foreign professional corporation to transact business in this state if a licensing authority with jurisdiction over a professional service described in the corporation's…
A.R.S. § 10-2249 Application to existing corporations
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A. This chapter applies to all Arizona corporations that were incorporated under or that were subject to chapter 3, article 1 of this title on December 31, 1995. If an existing corporation to which this chapter applies is required to amend its articles of incorporation to comply …
A.R.S. § 10-2251 Definitions
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In this chapter, unless the context otherwise requires: 1. "Bank" means any banking corporation or national banking association. 2. "Corporation" means a business development corporation formed under this chapter. 3. "Deputy director of financial institutions" means the deputy di…
A.R.S. § 10-2252 Purposes
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The purposes of a corporation formed under the terms of this chapter shall be to: 1. Assist, promote, encourage and, through the cooperative efforts of the shareholders and the members of the corporation, develop and advance the business prosperity and economic welfare of Arizona…
A.R.S. § 10-2253 General powers
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A corporation formed under the provisions of this chapter shall have all of the powers, rights, privileges and immunities available to any other corporation incorporated under chapters 1 through 18 of this title, and in addition thereto and subject to the restrictions and limitat…