Arizona Laws 10-11002. Amendment by board of directors
A. If a corporation has members who are otherwise entitled to vote on amendments to the corporation’s articles, then unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles without member approval to either:
Terms Used In Arizona Laws 10-11002
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Address: means a mailing address. See Arizona Laws 10-140
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
- Commission: means the Arizona corporation commission. See Arizona Laws 10-140
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Known place of business: means the known place of business required to be maintained pursuant to section 10-501. See Arizona Laws 10-140
- Member: means , without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. See Arizona Laws 10-3140
- Person: includes an individual and entity. See Arizona Laws 10-140
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
- Writing: includes printing. See Arizona Laws 1-215
1. Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
2. Delete the names and addresses of the initial directors.
3. Delete the name and address of the initial statutory agent or known place of business, if a statement of change is on file with the commission.
4. Change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", "association", "society", or the abbreviation "corp.", "inc.", "co.", "ltd.", "assn." or "socy." for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name.
5. Make any other change expressly permitted by chapters 24 through 40 of this title or the articles of incorporation to be made by director action.
B. If a corporation has no members or if no members are entitled to vote on the proposed amendment, the board of directors may adopt one or more amendments to the corporation’s articles of incorporation.
C. Adoption of an amendment pursuant to this section requires the approval in writing by any person or persons whose approval is required pursuant to section 10-11030 for an amendment to the articles of incorporation or bylaws.