United States — Arizona
ARS § 10-3621
1 provisions
This section limits when a corporation may expel, suspend, or terminate a member or membership, and it sets notice, hearing, and challenge timing rules.
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United States — Arizona
1 provisions
This section limits when a corporation may expel, suspend, or terminate a member or membership, and it sets notice, hearing, and challenge timing rules.
United States — Arizona
1 provisions
A corporation may buy back a member’s membership when the member resigns or the membership is terminated, but only on the terms allowed by its articles or bylaws and not in a way that violates sections 10-11301 or 10-11302.
United States — Arizona
1 provisions
This section defines “derivative proceeding” and “independent person” for this article.
United States — Arizona
1 provisions
Certain members or directors may bring a proceeding on behalf of a domestic corporation if the ownership or director thresholds are met.
United States — Arizona
1 provisions
A complainant may not start a derivative proceeding until a written demand has been made on the corporation and 90 days have passed, unless a stated exception applies.
United States — Arizona
1 provisions
The court may stay a derivative proceeding if the corporation begins an inquiry into the allegations in the demand or complaint.
United States — Arizona
1 provisions
This section requires dismissal of a derivative proceeding on the corporation’s motion in certain circumstances, sets pleading and burden-of-proof rules after a rejected demand, and lets the court appoint an independent panel.
United States — Arizona
1 provisions
A derivative proceeding cannot be discontinued or settled without court approval, and the court must order notice to affected members if the proposed action would substantially affect their interests.
United States — Arizona
1 provisions
When a derivative proceeding ends, the court may order one party to pay another party’s reasonable expenses and attorney fees in certain circumstances.
United States — Arizona
1 provisions
For derivative proceedings involving a foreign corporation, the matters covered by this article are governed by the law of the corporation’s state or country of incorporation, except sections 10-3633, 10-3635, and 10-3636.
United States — Arizona
1 provisions
A corporation may use its articles of incorporation or bylaws to create delegates with some or all of a member’s authority.
United States — Arizona
1 provisions
Corporations with members must hold an annual membership meeting, may hold regular meetings, and must follow bylaws on timing and place unless the articles say otherwise.
United States — Arizona
1 provisions
A corporation with members must hold special member meetings when called by the board or authorized persons, and it must also do so on a qualifying written demand from holders of at least 10% of the voting power, subject to a religious-purpose exception.
United States — Arizona
1 provisions
A court may order a corporation to hold a meeting if certain member-application conditions are met, and it may set meeting details and possibly award costs and attorney fees.
United States — Arizona
1 provisions
Members may approve covered actions without a meeting if the required voting power approves in writing.
United States — Arizona
1 provisions
A corporation must give members notice of annual, regular, and special meetings within the stated time window, and special-meeting notice must include the meeting purpose.
United States — Arizona
1 provisions
A member may waive required notice, but the waiver must be written, signed, and delivered to the corporation. Attendance at a meeting can also waive notice objections, unless the member objects at the start of the meeting or when the matter is presented.
United States — Arizona
1 provisions
This section lets bylaws or the board set record dates for member notice, voting, and other lawful actions, and gives members entitlement rules when no record date is fixed.
United States — Arizona
1 provisions
A corporation may act without a meeting by written ballot if it sends a ballot to every voting member and the articles or bylaws do not prohibit it.
United States — Arizona
1 provisions
A corporation must prepare and maintain a members’ list for meetings, and members may inspect or copy it under specified conditions.