United States — Arizona
ARS § 10-746
1 provisions
After a derivative proceeding ends, the court may order one side to pay the other side’s reasonable expenses and attorney fees in certain circumstances.
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United States — Arizona
1 provisions
After a derivative proceeding ends, the court may order one side to pay the other side’s reasonable expenses and attorney fees in certain circumstances.
United States — Arizona
1 provisions
In a derivative proceeding for a foreign corporation, the article is governed by the corporation’s jurisdiction of incorporation, except for sections 10-743, 10-745, and 10-746.
United States — Arizona
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Each corporation must have a board of directors.
United States — Arizona
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The corporation’s articles of incorporation or bylaws may set director qualifications, and a director does not have to be a state resident or shareholder unless those documents require it.
United States — Arizona
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This section sets how many directors a board must have and when directors are elected.
United States — Arizona
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If the articles of incorporation divide shares into classes or series, they may also let holders of authorized classes or series elect all or some directors.
United States — Arizona
1 provisions
This section sets when directors’ terms end and when they may keep serving after expiration.
United States — Arizona
1 provisions
The articles of incorporation may set up staggered director terms in groups.
United States — Arizona
1 provisions
A director may resign at any time by giving written notice to the board, its chairman, or the corporation.
United States — Arizona
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Shareholders may remove directors, but the articles can require cause only; voting is limited in some cases, and removal must happen at a meeting.
United States — Arizona
1 provisions
A court may remove a corporation’s director in a proceeding brought by the corporation or qualifying shareholders if it finds fraudulent or intentional criminal conduct and that removal is in the corporation’s best interest.
United States — Arizona
1 provisions
This section says who may fill a board vacancy and who may vote or act when no directors remain.
United States — Arizona
1 provisions
The board of directors may set directors’ compensation unless the articles of incorporation or bylaws say otherwise.
United States — Arizona
1 provisions
The board of directors may hold regular or special meetings inside or outside the state, and may allow directors to join or run the meeting by communication method if the meeting’s governing documents do not say otherwise and everyone participating can hear each other at the same time.
United States — Arizona
1 provisions
Directors may act without a meeting if all directors consent, unless the articles or bylaws say otherwise.
United States — Arizona
1 provisions
Regular board meetings may be held without notice unless the articles of incorporation or bylaws say otherwise. Special board meetings require at least two days’ notice of the date, time, and place, and the notice does not have to state the purpose unless the articles or bylaws require it.
United States — Arizona
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A director may waive required notice for certain corporate materials and meetings, subject to the statute’s stated timing and written-signature requirements.
United States — Arizona
1 provisions
The section sets how many directors make a quorum and when board action passes. It also says a present director is treated as assenting unless the director objects, dissents, abstains, or gives timely written notice.
United States — Arizona
1 provisions
The board may create committees and appoint directors to them, but committees have limited powers and cannot take several listed corporate actions.
United States — Arizona
1 provisions
Directors must act in good faith, use ordinary care, and reasonably believe their actions are in the corporation’s best interests. They may rely on certain information sources, but not when they know that reliance would be unwarranted.