United States — Arizona
ARS § 10-3811
1 provisions
This section says who may fill a board vacancy, including special rules for vacancies held by elected, appointed, or designated directors.
Act or statute Open & Chat
United States — Arizona Statutes
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United States — Arizona
ARS § 10-3812
1 provisions
The board of directors may fix directors’ compensation unless the articles of incorporation or bylaws say otherwise.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3820
1 provisions
A board of directors may hold regular or special meetings inside or outside the state, and may let directors attend by a communication method if everyone can hear each other at the same time, unless the articles or bylaws say otherwise.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3821
1 provisions
Directors may act without a meeting only if all directors approve, and the action must be documented in signed written consents filed with the corporate records.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3822
1 provisions
Regular board meetings may be held without notice, but special meetings generally need at least two days’ notice.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3823
1 provisions
A director may waive required notice. Normally the waiver must be written and signed or sent electronically and filed with the corporate records, but attendance or participation in the meeting can also waive notice unless the director objects at the start and does not later vote or assent.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3824
1 provisions
This section sets how a board quorum is calculated, how board votes are approved, and how directors may use proxy voting and record dissent.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3825
1 provisions
The board of directors may create committees and appoint directors to them, but the articles or bylaws can override that. Committee actions need the required approval, committees have limited powers, and they cannot do certain listed acts.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3830
1 provisions
Directors must perform their duties in good faith, with ordinary prudence, and in a way they reasonably believe is in the corporation’s best interests. They may rely on certain information sources when discharging those duties.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3833
1 provisions
Directors may be personally liable for unlawful distributions, and a liable director can seek contribution. A proceeding must be started within two years after the distribution date.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3840
1 provisions
A corporation must have the officers named in its articles or bylaws, or appointed by the board. A duly appointed officer may appoint other officers if authorized. The bylaws or board must assign one officer to prepare meeting minutes and authenticate records. One person may hold more than one office.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3841
1 provisions
Each officer must perform the duties set out in the bylaws, or duties and authority assigned in a way consistent with the bylaws.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3842
1 provisions
Officers with discretionary authority must act in good faith, with ordinary prudence, and in the corporation’s best interests; they may rely on certain information sources if the reliance is reasonable.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3843
1 provisions
An officer may resign by giving notice to the corporation, and a board of directors may remove an officer at any time.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3844
1 provisions
An officer’s appointment does not itself create contract rights, and removal or resignation does not change the relevant contract rights, if any.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3845
1 provisions
A corporation’s written contract or instrument is not invalid just because the signing officers lacked authority, if the other party did not actually know that and the document was signed by two specified officers.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3850
1 provisions
This section defines terms used in the article, including corporation, director, expenses, liability, officer, official capacity, outside director, party, and proceeding.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3851
1 provisions
A corporation may indemnify a director or other individual made a party to a proceeding, but only if the stated good-faith and belief conditions are met; some proceedings are excluded, and indemnification in a proceeding by or in the right of the corporation is limited to reasonable expenses.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3852
1 provisions
A corporation must indemnify qualifying directors and outside directors, and must pay outside directors’ expenses in advance if the stated written confirmations are provided, but payment can be barred by specified limits or a court ruling.
Act or statute Open & ChatUnited States — Arizona
ARS § 10-3853
1 provisions
A corporation may advance or reimburse a director’s reasonable expenses in a proceeding if the director gives a written good-faith affirmation and a written repayment undertaking.
Act or statute Open & Chat