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| Home > Statutes > Usa Arizona |
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USA Statutes : arizona
Title : Corporations and Associations
Chapter : AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
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10-1001 Authority to amend
A. A corporation may amend its articles of incorporation at any time to add or
change a provision that is required or permitted in the articles of incorporation or to
delete a provision that is not required in the articles of incorporation. Whether a
provision is required or permitted in the articles of incorporation is determined as of
the effective date of the amendment.
B. A shareholder of the corporation does not have a vested property right resulting
from any provision in the articles of incorporation, including provisions relating to
management, control, capital structure, dividend entitlement or purpose or duration of
the corporation.
10-1002 Amendment by board of directors
Unless the articles of incorporation provide otherwise, a corporation's board of
directors may adopt one or more amendments to the corporation's articles of incorporation
without shareholder action to either:
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 each issued and unissued authorized share of an outstanding class into a
greater number of whole shares if the corporation has only shares of that class
outstanding, with all shares of the class being treated identically.
5. Change the corporate name by substituting the word "corporation",
"incorporated", "company" or "limited" or the abbreviation "corp.", "inc.", "co." or
"ltd." for a similar word or abbreviation in the name or by adding, deleting or changing
a geographical attribution for the name.
6. Make any other change expressly permitted by chapters 1 through 17 of this title
to be made without shareholder action.
10-1003 Amendment by board of directors and shareholders
A. The following apply to amendments to the articles of incorporation:
1. A corporation's board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders.
2. For the amendment to be adopted both:
(a) The board of directors shall recommend the amendment to the shareholders unless
the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for that
determination to the shareholders with the amendment.
(b) The shareholders entitled to vote on the amendment shall approve the amendment
as provided in paragraph 5 of this subsection.
3. The board of directors may condition its submission of the proposed amendment on
any basis.
4. The corporation shall notify each shareholder, whether or not entitled to vote,
of the proposed shareholders' meeting in accordance with section 10-705. The notice of
meeting shall also state that the purpose or one of the purposes of the meeting is to
consider the proposed amendment and shall contain or be accompanied by a copy or summary
of the amendment.
5. Unless chapters 1 through 17 of this title, the articles of incorporation or the
board of directors acting pursuant to paragraph 3 of this subsection requires a greater
vote or a vote by voting groups, the amendment to be adopted shall be approved by both:
(a) A majority of the votes entitled to be cast on the amendment by any voting
group with respect to which the amendment would create dissenters' rights.
(b) The votes required by sections 10-725 and 10-726 by every other voting group
entitled to vote on the amendment.
B. The following apply to amendments to the articles of incorporation:
1. If the articles of incorporation expressly permit, the shareholders may propose
amendments to the articles of incorporation. If so permitted, the articles of
incorporation shall set forth procedures for adopting shareholder initiated amendments,
including the percentage of voting power and method of notice required to propose an
amendment and the responsibility for calling a shareholder meeting to consider the
amendment.
2. For the amendment to be adopted, both:
(a) The shareholders entitled to vote on the amendment shall approve the amendment
as provided in paragraph 3 of this subsection.
(b) The corporation shall notify each shareholder in accordance with subsection A,
paragraph 4 of this section.
3. Unless chapters 1 through 17 of this title or the articles of incorporation
require a greater vote or a vote by voting groups, the amendment to be adopted shall be
approved by both:
(a) A majority of the votes entitled to be cast on the amendment by any voting
group with respect to which the amendment would create dissenters' rights.
(b) The votes required by sections 10-725 and 10-726 by every other voting group
entitled to vote on the amendment.
10-1004 Voting on amendments by voting groups
A. The holders of the outstanding shares of a class are entitled to vote as a
separate voting group, if shareholder voting is otherwise required by chapters 1 through
17 of this title, on a proposed amendment if the amendment would either:
1. Increase or decrease the aggregate number of authorized shares of the class.
2. Effect an exchange or reclassification of all or part of the shares of the class
into shares of another class.
3. Effect an exchange or reclassification, or create the right of exchange of all
or part of the shares of another class into shares of the class.
4. Change the designations, rights, obligations, preferences or limitations of all
or part of the shares of the class.
5. Change the shares of all or part of the class into a different number of shares
of the same class.
6. Create a new class of shares having rights or preferences with respect to
distributions or to dissolution that are prior, superior or substantially equal to the
shares of the class.
7. Increase rights, preferences or number of authorized shares of any class that,
after giving effect to the amendment, have rights or preferences with respect to
distributions or to dissolution that are prior, superior or substantially equal to the
shares of the class.
8. Limit or deny an existing preemptive right of all or part of the class.
9. Cancel or otherwise affect rights to distributions or dividends that have
accumulated but have not yet been declared on all or part of the shares of the class.
B. If a proposed amendment would affect a series of a class of shares in one or
more of the ways described in subsection A, the shares of that series are entitled to
vote as a separate voting group on the proposed amendment.
C. If a proposed amendment that entitles two or more series of shares to vote as
separate voting groups under this section would affect those two or more series in the
same or a substantially similar way, the shares of all of the series so affected must
vote together as a single voting group on the proposed amendment.
D. A class or series of shares is entitled to the voting rights granted by this
section although the articles of incorporation provide that the shares are nonvoting
shares.
10-1005 Amendment before issuance of shares
If a corporation has not yet issued shares, an amendment to the articles of
incorporation may be adopted by a majority of the members of the board of directors,
unless the articles of incorporation require adoption by a greater number of the members
of the board of directors.
10-1006 Articles of amendment
A. A corporation amending its articles of incorporation shall deliver to the
commission for filing articles of amendment setting forth:
1. The name of the corporation.
2. The text of each amendment adopted.
3. If an amendment provides for an exchange, reclassification or cancellation of
issued shares, provisions for implementing the amendment if not contained in the
amendment itself.
4. The date of each amendment's adoption.
5. If an amendment was adopted by the incorporators or board of directors without
shareholder action, a statement to that effect and that shareholder action was not
required.
6. If an amendment was approved by the shareholders:
(a) The designation of outstanding shares, number of outstanding shares, number of
votes entitled to be cast by each voting group entitled to vote separately on the
amendment and number of votes of each voting group indisputably represented at the
meeting.
(b) Either the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment or the total number of
undisputed votes cast for the amendment by each voting group and a statement that the
number cast for the amendment by each voting group was sufficient for approval by that
voting group.
B. Within sixty days after the filing a copy of the articles of amendment shall be
published. An affidavit evidencing the publication shall be filed with the commission
within ninety days after filing the articles of amendment.
10-1007 Restated articles of incorporation
A. A corporation's board of directors may restate its articles of incorporation at
any time with or without shareholder action.
B. The restatement may include one or more amendments to the articles. If the
restatement includes an amendment requiring shareholder approval, it shall be adopted as
provided in section 10-1003.
C. If the board of directors submits a restatement for shareholder action, the
corporation shall notify each shareholder, whether or not entitled to vote, of the
proposed shareholders' meeting in accordance with section 10-705. The notice shall also
state that the purpose or one of the purposes of the meeting is to consider the proposed
restatement and shall contain or be accompanied by a copy of the restatement that
identifies any amendment or other change it would make in the articles.
D. A corporation restating its articles of incorporation shall deliver to the
commission for filing articles of restatement setting forth the name of the corporation
and the text of the restated articles of incorporation together with a certificate
setting forth:
1. Whether the restatement contains an amendment to the articles requiring
shareholder approval and, if it does not, that the board of directors adopted the
restatement.
2. If the restatement contains an amendment to the articles requiring shareholder
approval, the information required by section 10-1006.
E. Duly adopted restated articles of incorporation supersede the original articles
of incorporation and all amendments to them.
F. The commission may certify restated articles of incorporation, as the articles
of incorporation currently in effect, without including the certificate information
required by subsection D of this section.
G. Within sixty days after the filing a copy of the articles of restatement shall
be published. An affidavit evidencing the publication shall be filed with the commission
within ninety days after filing the articles of restatement.
10-1008 Amendment pursuant to reorganization
A. A corporation's articles of incorporation may be amended pursuant to this
section without action by the board of directors or shareholders to carry out a plan of
reorganization confirmed by an order or decree of a court of competent jurisdiction under
a federal statute or a statute of this state if the articles of incorporation after
amendment contain only provisions required or permitted by section 10-202.
B. Before the date of entry of a final decree in the reorganization proceeding, the
individual or individuals designated by the plan shall deliver to the commission for
filing articles of amendment setting forth all of the following:
1. The name of the corporation.
2. The text of each amendment contained in the plan of reorganization.
3. The date of the court's order or decree confirming the plan of reorganization
containing the articles of amendment.
4. The title of the reorganization proceeding in which the order or decree was
entered.
5. A statement that the court had jurisdiction of the proceeding under federal or
state statute.
C. Shareholders of a corporation undergoing reorganization do not have dissenters'
rights except as and to the extent provided in the reorganization plan.
D. This section does not apply after entry of a final decree in the reorganization
proceeding even though the court retains jurisdiction of the proceeding for limited
purposes unrelated to consummation of the reorganization plan.
E. Within sixty days after the filing a copy of the articles of amendment shall be
published. An affidavit evidencing the publication shall be filed with the commission
within ninety days after filing the articles of amendment.
10-1009 Effect of amendments
An amendment to articles of incorporation does not affect a cause of action existing
against or in favor of the corporation, a proceeding to which the corporation is a party
or the existing rights of persons other than shareholders of the corporation. An
amendment changing a corporation's name does not abate a proceeding brought by or against
the corporation in its former name.
10-1020 Amendment by board of directors or shareholders
A. A corporation's board of directors may amend or repeal the corporation's bylaws
unless either:
1. The articles of incorporation or chapters 1 through 17 of this title reserve
this power exclusively to the shareholders in whole or part.
2. The shareholders in amending or repealing a particular bylaw provide expressly
that the board of directors may not amend or repeal that bylaw.
B. A corporation's shareholders may amend or repeal the corporation's bylaws even
though the bylaws may also be amended or repealed by the board of directors.
10-1021 Bylaw increasing quorum or voting requirement for shareholders
A. If authorized by the articles of incorporation, the shareholders may adopt or
amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or
voting groups of shareholders, than is required by chapters 1 through 17 of this
title. The adoption or amendment of a bylaw that adds, changes or deletes a greater
quorum or voting requirement for shareholders shall meet the same quorum requirement and
shall be adopted by the same vote and voting groups required to take action under the
quorum and voting requirement then in effect or proposed to be adopted, whichever is
greater.
B. A bylaw that fixes a greater quorum or voting requirement for shareholders under
subsection A shall not be adopted, amended or repealed by the board of directors.
10-1022 Bylaw increasing quorum or voting requirement for directors
A. A bylaw that fixes a greater quorum or voting requirement for the board of
directors may be amended or repealed as follows:
1. If originally adopted by the shareholders, only by the shareholders.
2. If originally adopted by the board of directors, either by the shareholders or
by the board of directors.
B. A bylaw that is adopted or amended by the shareholders and that fixes a greater
quorum or voting requirement for the board of directors may provide that it may be
amended or repealed only by a specified vote of either the shareholders or the board of
directors.
C. Action by the board of directors under subsection A, paragraph 2 to adopt or
amend a bylaw that changes the quorum or voting requirement for the board of directors
shall meet the same quorum requirement and shall be adopted by the same vote required to
take action under the quorum and voting requirement then in effect or proposed to be
adopted, whichever is greater.
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