United States — Arizona
ARS § 10-11002
1 provisions
A corporation’s board of directors may adopt certain amendments to the corporation’s articles without member approval, if the stated conditions are met.
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United States — Arizona
1 provisions
A corporation’s board of directors may adopt certain amendments to the corporation’s articles without member approval, if the stated conditions are met.
United States — Arizona
1 provisions
This section sets the rules for amending articles of incorporation by directors or members, including notice, approvals, and voting thresholds.
United States — Arizona
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Members of a corporation class may vote as a class on an amendment only if the articles of incorporation or bylaws provide for that class vote.
United States — Arizona
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A corporation changing its articles of incorporation must file articles of amendment with the commission and include specified information. After the commission approves the filing, a publication or database update must occur within 60 days.
United States — Arizona
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A corporation’s board may restate its articles of incorporation, and the corporation must follow specific notice and filing steps when the restatement is submitted for member action or filing.
United States — Arizona
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A corporation may amend its articles for a court-ordered reorganization if the amended articles contain only provisions allowed by section 10-3202.
United States — Arizona
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An amendment to a corporation’s articles does not change existing lawsuits, proceedings, trust-based requirements or limits, or other persons’ existing rights; a corporate name change also does not stop a pending proceeding.
United States — Arizona
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This section defines “Plan” and “Transaction” for this article, and says other terms in the article generally have the meanings given in section 29-2102 unless the context requires otherwise.
United States — Arizona
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A domestic corporation may carry out certain restructuring transactions if its board adopts a plan and, when required, the shareholders approve it.
United States — Arizona
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If a corporation has no members, its board of directors may adopt one or more bylaws amendments.
United States — Arizona
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If the articles of incorporation or the bylaws require member submission for a bylaw amendment or repeal, the procedures in section 10-11003 apply.
United States — Arizona
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Members of a class of a corporation may vote as a class on a proposed bylaw amendment only if the articles of incorporation or the bylaws provide for a class vote.
United States — Arizona
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If the articles of incorporation allow it, members may adopt or amend a bylaw setting a higher quorum or voting requirement than the statute otherwise requires. The same quorum and vote rules apply when changing that bylaw, and the board of directors may not adopt, amend, or repeal it.
United States — Arizona
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This section sets who may amend or repeal a bylaw that raises board quorum or voting requirements, and it requires board action on such bylaws to satisfy the same quorum and vote standard.
United States — Arizona
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After adopting a plan, the board must submit it for shareholder approval, and shareholders entitled to vote must approve it unless a subsection G exception applies.
United States — Arizona
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The articles of incorporation may require written approval from specified persons, instead of the board of directors, for amendments to the articles or bylaws.
United States — Arizona
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Some corporate amendments that end members or memberships must follow the cited procedures, and members must approve them by a two-thirds vote of each class.
United States — Arizona
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A qualifying parent company may merge or do certain transactions with a subsidiary without shareholder approval, but it must adopt a compliant plan, mail the plan to non-waiving subsidiary shareholders, wait at least 30 days before filing, and keep the filing statement free of amendments to the parent’s public organiza
United States — Arizona
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Within 60 days after the commission approves a filing of a statement of merger or interest exchange, the commission must enter the approval information into the database.
United States — Arizona
1 provisions
This section defines “Plan” and “Transaction” for this article, subject to context and other defined terms in the title.