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24,960 statutes · page 33 of 1,248
United States — Arizona
1 provisions
This section gives directors a presumption and available defenses in proceedings under this chapter, and places the burden on the challenger to rebut that presumption with clear and convincing evidence.
United States — Arizona
1 provisions
Directors can be personally liable for unlawful distributions, and a liable director may seek contribution from other liable directors and certain shareholders. A proceeding must be started within four years after the distribution-effect measurement date.
United States — Arizona
1 provisions
Corporations must have the officers listed in their bylaws or appointed by the board, and the bylaws or board must assign one officer responsibility for meeting minutes and authenticating records.
United States — Arizona
1 provisions
Each officer must perform the duties stated in the bylaws, or duties prescribed consistently with the bylaws by the board of directors or an authorized officer.
United States — Arizona
1 provisions
Officers with discretionary authority must act in good faith, with ordinary prudence, and in a way they reasonably believe is best for the corporation. They may rely on certain reports and advice unless they know reliance is unwarranted.
United States — Arizona
1 provisions
An officer may resign by giving notice to the corporation, and a board of directors may remove an officer at any time.
United States — Arizona
1 provisions
An officer’s appointment does not by itself create contract rights, and an officer’s removal or resignation does not change existing contract rights if any exist.
United States — Arizona
1 provisions
An officer is generally protected from liability for actions or failures to act taken as an officer if duties were performed in compliance with section 10-842.
United States — Arizona
1 provisions
A person generally may not sue a corporation, director, or officer over decisions about a nonmonetary purpose, except as allowed in subsection B.
United States — Arizona
1 provisions
This section defines several terms used in the article, including corporation, director, expenses, liability, officer, official capacity, outside director, party, and proceeding.
United States — Arizona
1 provisions
A corporation may indemnify a director in some proceedings if the director acted in good faith and met the stated belief tests, but it may not indemnify in two specified liability situations.
United States — Arizona
1 provisions
A corporation must indemnify certain directors and outside directors for covered defense expenses and liabilities, and may have to advance expenses before final disposition if the required written statements are provided.
United States — Arizona
1 provisions
A corporation may advance or reimburse a director’s reasonable defense expenses before the case ends if the director provides a written good-faith affirmation and a written undertaking to repay in specified situations.
United States — Arizona
1 provisions
A director who is a party to a proceeding may ask the court for indemnification or an advance of expenses, unless the corporation’s articles say otherwise.
United States — Arizona
1 provisions
A corporation may not indemnify a director unless the specific case is authorized after a determination that indemnification is permissible. The determination can be made by the board, special legal counsel, or shareholders, and certain conflicted shares cannot be voted.
United States — Arizona
1 provisions
A corporation may indemnify and advance expenses for an officer involved in a proceeding, and a non-director officer is entitled to mandatory indemnification and may apply to court for indemnification or expenses.
United States — Arizona
1 provisions
A corporation may buy and keep insurance coverage for certain current or former directors or officers, including some people serving other entities at the corporation’s request.
United States — Arizona
1 provisions
Indemnification or expense-advance provisions are valid only if they comply with this article, and the article preserves certain corporate powers to pay witness expenses and to indemnify, advance expenses, or insure employees or agents.
United States — Arizona
1 provisions
This section defines terms used for corporate conflict-of-interest rules.
United States — Arizona
1 provisions
A challenge to a director’s conflicting-interest transaction is restricted unless the challenger first proves subsection B does not apply.