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USA Statutes : arizona
Title : Corporations and Associations
Chapter : AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS-NONPROFIT CORPORATIONS
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10-11001 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 member 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 or purpose of duration of the corporation.
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:
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.
10-11003 Amendment by board of directors and members
A. The following apply to amendments to the articles of incorporation by the board
of directors and the members, if there are members entitled to vote on the amendment:
1. A corporation's board of directors may propose one or more amendments to the
articles of incorporation for submission to the members.
2. For the amendment to be adopted all of the following shall have occurred:
(a) The board of directors shall recommend the amendment to the members 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 members with the amendment.
(b) The members entitled to vote on the amendment shall approve the amendment as
provided by paragraph 5 of this subsection.
(c) Each person whose approval is required by the articles of incorporation as
authorized by section 10-11030 for an amendment to the articles of incorporation or
bylaws shall approve the amendment in writing.
3. The board of directors may condition its submission of the proposed amendment on
any basis.
4. The corporation shall notify each member entitled to vote of the proposed
members' meeting in accordance with section 10-3705. 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 24 through 40 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 voting by class, the amendment to be adopted shall be approved by
two-thirds of the votes cast or a majority of the voting power, whichever is less.
B. The following apply to amendments to the articles of incorporation by the
members, if there are members:
1. If the articles of incorporation expressly permit, the members may propose
amendments to the articles of incorporation. If so permitted, the articles of
incorporation shall set forth procedures for adopting member initiated amendments,
including the percentage of voting power and method of notice required to propose an
amendment and the responsibility for calling a member meeting to consider the amendment.
2. For the amendment to be adopted, all of the following shall have occurred:
(a) The members entitled to vote on the amendment shall approve the amendment as
provided in paragraph 4 of this subsection.
(b) The corporation shall notify each member in accordance with subsection A,
paragraph 4 of this section.
(c) Each person whose approval is required by the articles of incorporation as
authorized by section 10-11030 for an amendment to the articles of incorporation or
bylaws shall approve the amendment in writing.
3. The members may condition adoption of the proposed amendment on any basis.
4. Unless chapters 24 through 40 of this title, the articles of incorporation or
the members acting pursuant to paragraph 3 of this subsection require a greater vote or
voting by class, the amendment to be adopted shall be approved by two-thirds of the votes
cast or a majority of the voting power, whichever is less.
10-11004 Class voting by members on amendments
The members of a class of a corporation are entitled to vote as a class on a
proposed amendment to the articles of incorporation only if a class vote is provided for
in the articles of incorporation or bylaws.
10-11006 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. Text of each amendment adopted.
3. The date of each amendment's adoption.
4. A statement that the amendment was duly adopted by act of the members or act of
the board of directors and, if applicable, with the approval required pursuant to section
10-11030.
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.
10-11007 Restated articles of incorporation
A. A corporation's board of directors may restate its articles of incorporation at
any time with or without approval by the members or any other person.
B. The restatement may include one or more amendments to the articles of
incorporation. If the restatement includes an amendment requiring approval by the
members or any other person, it shall be adopted as provided in section 10-11003.
C. If the board of directors submits restatement for member action, the corporation
shall notify each member entitled to vote of the proposed membership meeting in writing
in accordance with section 10-3705. 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 or summary of the restatement that identifies any amendments
or other change it would make in the articles.
D. If the board of directors submits restatement for member action by written
ballot or written consent, the material that solicits the approval shall contain or be
accompanied by a copy or summary of the restatement that also identifies any amendment or
other change it would make in the articles of incorporation.
E. 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 approval
or any other person other than the board of directors and, if it does not, that the board
of directors adopted the restatement.
2. If the restatement contains an amendment to the articles requiring approval by
the members, a statement that such approval was obtained.
3. If the restatement contains an amendment to the articles requiring approval by a
person whose approval is required pursuant to section 10-11030, a statement that such
approval was obtained.
F. Duly adopted restated articles of incorporation supersede the original articles
of incorporation and all amendments to them.
G. The commission may certify restated articles of incorporation, as the articles
of incorporation currently in effect, without including the certificate information
required by subsection H of this section.
H. Within sixty days after 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.
10-11008 Amendment pursuant to reorganization
A. A corporation's articles may be amended pursuant to this section without action
by the board of directors or members or approval required pursuant to section 10-11030 to
carry out a plan of reorganization ordered or decreed by 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
10-3202.
B. Before the date of entry of a final decree in the reorganization proceeding, the
individual or individuals designated by the court plan shall deliver to the commission
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. 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.
D. 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 or amendment.
10-11009 Effect of amendment and restatement
An amendment to the 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, any requirement or limitation imposed on the corporation or any property held by
it by virtue of any trust on which that property is held by the corporation or the
existing rights of persons other than members 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.
10-11020 Amendment by board of directors
A. If a corporation has no members, its board of directors may adopt one or more
amendments to the corporation's bylaws.
B. The adoption of an amendment pursuant to this section shall require the approval
in writing by any person or persons whose approval is required pursuant to section
10-11030.
10-11021 Amendment by board of directors or members
If the articles of incorporation or the bylaws require that an amendment to or
repeal of the corporation's bylaws be submitted to the members, the procedures set forth
in section 10-11003 shall apply.
10-11022 Class voting by members on amendments
The members of a class of a corporation are entitled to vote as a class on a
proposed amendment to the bylaws only if a class vote is provided for in the articles of
incorporation or bylaws.
10-11023 Bylaw increasing quorum or voting requirement for members
A. If authorized by the articles of incorporation, members may adopt or amend a
bylaw that fixes a greater quorum or voting requirement for members, or of classes of
members, than is required by chapters 24 through 40 of this title. The adoption or
amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement
for members shall meet the same quorum requirement and shall be adopted by the same vote
and classes of members 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 members under
subsection A shall not be adopted, amended or repealed by the board of directors.
10-11024 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 members, only by the members.
2. If originally adopted by the board of directors, either by the members or by the
board of directors.
B. A bylaw that is adopted or amended by the members 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 members 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.
10-11030 Approval by third persons
The articles of incorporation may require a specified person or persons other than
the board of directors to approve in writing any amendment to the articles of
incorporation or bylaws and, unless the articles of incorporation or bylaws otherwise
provide, that article provision may only be amended with the approval in writing of the
specified person or persons.
10-11031 Amendment terminating members or redeeming or canceling memberships
A. Any amendment to the articles of incorporation or bylaws of a corporation that
terminates all members or any class of members or redeems or cancels all memberships or
any class of memberships shall be adopted in accordance with section 10-11002, 10-11003,
10-11020 or 10-11021, as applicable, and this section.
B. The members shall approve any amendment described in subsection A of this
section by two-thirds of the votes cast by each class.
C. The provisions of section 10-3621 do not apply to any amendment described in
subsection A of this section.
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