10-3101 Short title
Chapters 24 through 40 shall be known and may be cited as the ARIZONA nonprofit
corporation act.
10-3102 Reservation of power to amend or repeal
The legislature has the power to amend or repeal all or part of this act at any time
and all domestic and foreign corporations subject to this act are governed by the
amendment or repeal.
10-3120 Filing requirements
A. In order to qualify for filing by the commission, a document shall satisfy the
requirements of this section and any other section of chapters 24 through 40 of this
title that adds to or varies these requirements.
B. Chapters 24 through 40 of this title require or permit filing of the document in
the office of the commission.
C. The document shall contain the information required by chapters 24 through 40 of
this title. It may contain other information.
D. The document shall be typewritten or printed and shall be legible and capable of
microfilm or other process reduction and subsequent reproduction as determined by the
commission.
E. The document and any exhibits to the document shall be in the English language
or accompanied by an English translation certified as accurate by or on behalf of the
person causing the document to be delivered for filing.
F. The document shall be executed:
1. By the presiding officer or its board of directors of a domestic or foreign
corporation, its president, or by another of its officers.
2. If directors have not been selected or the corporation has not been formed, by
an incorporator.
3. If the corporation is in the hands of a receiver, trustee or other court
appointed fiduciary, by that fiduciary.
G. The document shall state the name of each person who signs it and the capacity
in which each person signs. The document may but need not contain:
1. The corporate seal.
2. An attestation by the secretary or an assistant secretary.
3. An acknowledgment, verification or proof.
H. If the commission has prescribed a mandatory form for the document under section
10-3121, the document shall be in or on the prescribed form.
I. Except as provided in subsection J of this section and sections 10-3503 and
10-11509, the document shall be delivered to the office of the commission for filing and
shall be accompanied by the correct filing fee and any other payment or penalty required
by chapters 24 through 40 of this title or other law.
J. Notwithstanding subsection I of this section:
1. A person may deliver by means of a telefacsimile transmission a document that is
required or permitted by chapters 24 through 40 of this title to be delivered to the
commission for filing. The person shall retain the original document for at least twelve
months in the books and records of the corporation or of the person making the delivery
for filing, if the delivery is not made on behalf of the corporation, and the person
shall make the original documents available for inspection and copying by the commission
on reasonable notice.
2. A document that is reproduced at a telefacsimile machine at the commission as a
result of a telefacsimile transmission is deemed delivered to the commission:
(a) On the date of the reproduction if reproduced on or before 5:00 p.m. mountain
standard time and if the day is a business day of the commission.
(b) On the next succeeding business day if reproduced after 5:00 p.m. mountain
standard time and if the day is a business day of the commission.
3. On the request of the person transmitting the document, the commission shall
confirm by telefacsimile transmission or other writing the receipt of the document.
4. A person shall pay and deliver to the commission any fee or penalty imposed by
this title with respect to delivery of a document to the commission for filing in the
manner as the commission determines.
5. If the commission determines that the legality of the document reproduced by
means of a telefacsimile transmission is not sufficient, the commission may require that
either:
(a) The document be delivered to the commission by means of an additional
telefacsimile transmission.
(b) An original document be delivered to the commission by means other than a
telefacsimile transmission.
6. The commission shall not file a document if any required amount is not paid as
provided in paragraph 4 of this subsection or if any required additional counterpart is
not delivered as provided in paragraph 5 of this subsection.
7. A reproduced document delivered under this subsection is deemed to satisfy any
requirement in chapters 24 through 40 of this title for delivery of an original and one
or more copies of the document. A document subject to this paragraph is deemed to have
been delivered on the date on which it was delivered as provided in paragraph 2 of this
subsection only if the first reproduction at a minimum permits identification of the
corporation to which the document pertains and of the general nature of the document and
the commission subsequently determines that paragraphs 4 and 5 of this subsection and any
other requirements of chapters 24 through 40 of this title regarding the document have
been satisfied.
10-3121 Forms
A. Certificates, reports and statements required by section 10-3202, subsection D
and sections 10-11622 and 10-11623 to be delivered to and filed by the commission shall
be made on the forms that are prescribed and furnished by the commission.
B. The commission may prescribe and furnish on request forms for other documents
required or permitted to be filed by chapters 24 through 40 of this title, but their use
is not mandatory.
10-3122 Filing, service and copying fees; public access fund; expedited report filing and access; same day and next day services
(L05, Ch. 262, sec. 2)
A. The commission shall collect and deposit, pursuant to sections 35-146 and
35-147, in the state general fund the following fees when the documents described in this
subsection are delivered for filing or issuance:
Document Fee
1. Articles of incorporation $ 30
2. Application for use of indistinguishable name $ 10
3. Application for reserved name $ 10
4. Notice of transfer of reserved name $ 10
5. Application for registered name $ 10
6. Application for renewal of registered name $ 10
7. Agent's statement of resignation $ 10
8. Amendment of articles of incorporation $ 25
9. Restatement of articles of incorporation
with amendment of articles $ 25
10. Articles of merger or membership exchange $100
11. Articles of dissolution $ 25
12. Articles of domestication $100
13. Articles of revocation of dissolution $ 25
14. Application for reinstatement following
administrative dissolution or revocation in
addition to other fees and penalties due $ 25
15. Application for authority $150
16. Application for withdrawal $ 25
17. Annual report $ 10
18. Articles of correction $ 25
19. Application for certificate of good standing $ 10
B. The commission shall collect a fee of twenty-five dollars each time process is
served on it under chapters 24 through 40 of this title. The party to a proceeding
causing service of process is entitled to recover this fee as costs if the party prevails
in the proceeding. The fee collected pursuant to this subsection shall be deposited,
pursuant to sections 35-146 and 35-147, in the state general fund.
C. The commission shall charge and collect fifty cents per page for copying
documents on request. The commission shall also charge five dollars plus fifty cents per
page for certifying the copy of a filed document. The fees collected pursuant to this
subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state
general fund.
D. A penalty of one hundred dollars payable in addition to other fees accrues and
is payable if a foreign corporation fails to file an amendment, restated articles that
include an amendment, or articles of merger within sixty days of the time of filing in
the jurisdiction in which the corporation is domiciled. The penalty collected pursuant to
this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state
general fund.
E. The commission shall deposit, pursuant to sections 35-146 and 35-147, the monies
received pursuant to paragraphs 2, 3, 4 and 5 of this subsection in the public access
fund established by section 10-122. Monies in the fund are subject to legislative
appropriation. The following provisions apply to the fund:
1. The commission shall administer the fund and spend monies in the fund to
purchase, install and maintain an improved data processing system on the premises of the
commission and for part of the general administrative and legal expenses of the
commission. The data processing system shall be designed to allow direct, on-line access
by any person at a remote location to all public records that are filed with the
commission pursuant to this title.
2. Pursuant to section 10-122, subsection F, the commission shall provide for and
establish an expedited service for the filing of all documents and services provided
pursuant to this title.
3. Pursuant to section 10-122, subsection F, the commission may provide for and
establish same day and next day services for the filing of any documents and services
provided pursuant to this title.
4. The commission may charge persons who access the commission's data processing
system from remote locations and persons requesting special computer generated printouts,
reports and tapes a reasonable fee that does not exceed the cost of the time, equipment
and personnel necessary to provide this service or product as determined by the
commission.
5. In addition to any fee charged pursuant to this section, the commission may
charge and collect the following fees to help defray the cost of the improved data
processing system:
(a) Filing articles of incorporation of a domestic corporation, ten dollars.
(b) Filing an application of a foreign corporation for authority to transact
business in this state, twenty-five dollars.
6. All monies received pursuant to paragraphs 2, 3, 4 and 5 of this subsection
shall be deposited, pursuant to sections 35-146 and 35-147, in the public access
fund. The commission shall use the monies deposited in the fund for the purposes
provided in this section. Fees charged pursuant to this section are exempt from section
39-121.03, subsection A, paragraph 3, relating to a charge for value of a reproduction on
the commercial market. Monies in the fund are exempt from the provisions of section
35-190 relating to lapsing of appropriations, except that any unencumbered monies in
excess of two hundred thousand dollars at the end of each fiscal year revert to the state
general fund.
7. When sufficient monies have been collected pursuant to paragraphs 2, 4 and 5 of
this subsection to pay for the purchase and installation of the data processing system,
the commission shall not charge and collect the fees prescribed in paragraph 5 of this
subsection. 10-3122 Filing, service and copying fees; expedited report filing; advance monies
(L05, Ch. 253, sec. 5)
A. The commission shall collect and deposit, pursuant to sections 35-146 and
35-147, in the state general fund the following fees when the documents described in this
subsection are delivered for filing or issuance:
Document Fee
1. Articles of incorporation $ 30
2. Application for use of indistinguishable name $ 10
3. Application for reserved name $ 10
4. Notice of transfer of reserved name $ 10
5. Application for registered name $ 10
6. Application for renewal of registered name $ 10
7. Agent's statement of resignation $ 10
8. Amendment of articles of incorporation $ 25
9. Restatement of articles of incorporation
with amendment of articles $ 25
10. Articles of merger or membership exchange $100
11. Articles of dissolution $ 25
12. Articles of domestication $100
13. Articles of revocation of dissolution $ 25
14. Application for reinstatement following
administrative dissolution or revocation in
addition to other fees and penalties due $ 25
15. Application for authority $150
16. Application for withdrawal $ 25
17. Annual report $ 10
18. Articles of correction $ 25
19. Application for certificate of good standing $ 10
B. The commission shall collect a fee of twenty-five dollars each time process is
served on it under chapters 24 through 40 of this title. The party to a proceeding
causing service of process is entitled to recover this fee as costs if the party prevails
in the proceeding. The fee collected pursuant to this subsection shall be deposited,
pursuant to sections 35-146 and 35-147, in the state general fund.
C. The commission shall charge and collect fifty cents per page for copying
documents on request. The commission shall also charge five dollars plus fifty cents per
page for certifying the copy of a filed document. The fees collected pursuant to this
subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state
general fund.
D. A penalty of one hundred dollars payable in addition to other fees accrues and
is payable if a foreign corporation fails to file an amendment, restated articles that
include an amendment, or articles of merger within sixty days of the time of filing in
the jurisdiction in which the corporation is domiciled. The penalty collected pursuant to
this subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the state
general fund.
E. Pursuant to section 10-122, subsection F, the commission shall provide for and
establish an expedited service for the filing of all documents and services provided
pursuant to chapters 24 through 40 of this title.
F. The commission may charge persons who access the data processing system that is
maintained pursuant to section 10-122.01 from remote locations and persons requesting
special computer generated printouts, reports and tapes a reasonable fee that does not
exceed the cost of the time, equipment and personnel necessary to provide this service or
product as determined by the commission.
G. Except as provided in section 10-122.01, subsection B, paragraph 3, in addition
to any fee charged pursuant to this section, the commission may charge and collect the
following fees to help defray the cost of the improved data processing system that is
maintained pursuant to section 10-122.01:
1. Filing articles of incorporation of a domestic corporation, ten dollars.
2. Filing an application of a foreign corporation for authority to transact
business in this state, twenty-five dollars.
H. All monies received pursuant to subsections E, F and G of this section shall be
deposited, pursuant to sections 35-146 and 35-147, in the public access fund established
by section 10-122.01.
I. Fees charged pursuant to this section are exempt from section 39-121.03,
subsection A, paragraph 3.
J. Any person may advance monies to the commission to pay fees required pursuant to
this section for future filings and services. All monies received pursuant to this
subsection shall be deposited, pursuant to sections 35-146 and 35-147, in the money on
deposit account in the public access fund established by section 10-122.01.
10-3123 Effective time and date of document
A. Except as provided in subsections B and C of this section, a document delivered
to the commission for filing is effective when the document is delivered to the
commission for filing.
B. A document may specify a delayed effective time or date, or both, and if so, the
document is effective at the time and date specified. If a delayed effective date but no
time is specified, the document is effective at 12:01 a.m. mountain standard time on that
date. A delayed effective date for a document may not be later than the ninetieth day
after the date it is delivered.
C. Subject to section 10-3124, if the commission determines that the requirements
of chapters 24 through 40 of this title for filing have not been met, the document shall
not be filed and, except as provided in section 10-3203, the delivery of the document is
ineffective. If the commission determines that the requirements for filing have been
met, the commission shall file the document as provided in section 10-3125 and the filing
is effective as of the date and time determined pursuant to subsection A or B of this
section.
10-3124 Correcting filed document
A. A domestic or foreign corporation may correct a document that is delivered to
the commission for filing or a document that has been filed by the commission if the
document either:
1. Contains an incorrect statement and the correction does not materially alter a
substantive provision.
2. Was defectively executed, attested, sealed, verified or acknowledged.
B. A document is corrected by both:
1. Preparing articles of correction that:
(a) Describe the document or attach a copy of it to the articles.
(b) Specify the date the document was delivered to the commission.
(c) Specify the incorrect statement and the reason it is incorrect or the manner in
which the execution was defective.
(d) Correct the incorrect statement or other defect.
2. Delivering the articles to the commission for filing.
C. Articles of correction are effective on the effective date of the document they
correct except as to persons who rely on the incorrect statement or other defect and who
are adversely affected by the correction. As to those persons, articles of correction are
effective as provided in section 10-123.
D. If a document is corrected after it has been delivered to the commission but
before it is reviewed by the commission for filing, the commission shall file the
document and the articles of correction simultaneously and both the document and the
articles of correction are effective on the effective date of the document that has been
corrected.
E. If a document is rejected for filing by the commission because of a defect that
can be corrected by articles of correction, the document may be refiled within thirty
days of the date of rejection together with articles of correction. If the articles of
correction cure the defect that caused the rejection, both the document and the articles
of correction shall be filed by the commission and, except as provided in subsection C of
this section, are effective on the date that would have been the effective date of filing
the document if it had not been rejected.
10-3125 Filing duty of commission
A. At the time of delivery of a document to the commission, the commission shall
stamp, endorse or attach the date and time of delivery of the document.
B. If a document delivered to the commission for filing satisfies the requirements
of chapters 24 through 40 of this title, the commission shall file it by stamping,
otherwise endorsing or attaching "filed" on the original document. Except as provided in
sections 10-3503 and 10-11509, after filing a document the commission shall deliver the
document copy to the domestic or foreign corporation or its representative.
C. If the commission refuses to file a document, it shall return it or a copy of
the original to the domestic or foreign corporation or its representative within five
days after the determination of the refusal to file, together with a brief written
explanation of the reason for the refusal.
D. The filing or refusing to file a document by the commission does not:
1. Affect the validity or invalidity of the document in whole or in part, except to
the extent that filing is required to make the document valid.
2. Relate to the correctness or incorrectness of information contained in the
document.
3. Create a presumption that the document is valid or invalid or that information
contained in the document is correct or incorrect.
10-3127 Evidentiary effect of copy of filed document
A stamp affixed to a copy of a document filed by the commission, bearing the
signature of the executive director of the commission, which may be in facsimile, and the
seal of the commission, is conclusive evidence that the original document is on file with
the commission.
10-3128 Certificate of good standing
A. A person may apply to the commission to furnish a certificate of good standing
for a domestic or foreign corporation.
B. The certificate of good standing sets forth all of the following:
1. The domestic corporation's corporate name or the foreign corporation's corporate
name used in this state.
2. That either:
(a) The domestic corporation is incorporated under the law of this state and the
date of its incorporation.
(b) The foreign corporation is authorized to transact business in this state.
3. That all affidavits and annual reports required before the date of the
certificate have been filed with the commission.
4. That all annual filing fees due before the date of the certificate have been
paid.
5. That according to the records of the commission, the corporation is in good
standing in this state.
C. Subject to any qualification stated in the certificate, a certificate of good
standing issued by the commission may be relied on as conclusive evidence of the matters
stated in the certificate.
10-3130 Powers
The commission has the power and authority reasonably necessary to enable it to
administer this title efficiently and to perform the duties imposed on it by this title,
including the power and authority to make rules and regulations for those purposes.
10-3140 Definitions
In chapters 24 through 40 of this title, unless the context otherwise requires:
1. "Acknowledged" or "acknowledgment" means either an acknowledgment pursuant to
title 33, chapter 4, article 5 or the signature, without more, of the person or persons
signing the instrument, in which case the signature or signatures constitute the
affirmation or acknowledgment of the signatory, under penalties of perjury, that the
instrument is the act and deed of the signatory and that the facts stated in the
instrument are true.
2. "Act of the board of directors" means either:
(a) An act of the majority of the directors present at a duly called meeting at
which a quorum is present, unless the act of a greater number is required by chapters 24
through 40 of this title, the articles of incorporation or the bylaws.
(b) Action taken by written consent of the directors in accordance with chapters 24
through 40 of this title.
3. "Act of the members" means either:
(a) An act adopted or rejected by a majority of the votes represented and voting at
a duly held meeting at which a quorum is present where affirmative votes also constitute
a majority of the required quorum unless a greater number of votes is required by
chapters 24 through 40 of this title, the articles of incorporation or the bylaws.
(b) An action taken by written consent of the members in accordance with chapters
24 through 40 of this title.
(c) An action taken by written ballot of the members in accordance with this
chapter.
4. "Address" means a mailing address.
5. "Affiliate" means a person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with the person
specified.
6. "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.
7. "Board", "board of directors" or "board of trustees" means the group of persons
vested with the direction of the affairs of the corporation irrespective of the name by
which the group is designated, except that no person or group of persons shall be deemed
to be the board of directors solely because of powers delegated to that person or group
pursuant to section 10-3801, subsection C.
8. "Business day" means a day that is not a Saturday, a Sunday or any other legal
holiday in this state.
9. "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.
10. "Certificate of disclosure" means the certificate of disclosure described in
section 10-3202.
11. "Class" refers to a group of memberships that have the same rights with respect
to voting, dissolution, redemption and transfer. Rights are the same if they are
determined by a formula applied uniformly.
12. "Commission" means the ARIZONA corporation commission.
13. "Conspicuous" means so written that a reasonable person against whom the writing
is to operate should have noticed it. For example, printing in italics, boldface or
contrasting color or typing in capitals or underlined is conspicuous.
14. "Corporation" or "domestic corporation" means a nonprofit corporation that is
not a foreign corporation and that is incorporated under or subject to chapters 24
through 40 of this title.
15. "Corporation sole" means a corporation formed pursuant and subject to chapter
42, article 1 of this title.
16. "Court" means the superior court of this state.
17. "Delegates" means those persons elected or appointed to vote in a representative
assembly for the election of a director or directors or on other matters.
18. "Deliver" includes mail, private courier, fax or electronic mail.
19. "Delivery" means actual receipt by the person or entity to which directed.
20. "Directors" or "trustees" means individuals, designated in the articles of
incorporation or bylaws or elected by the incorporators, and their successors and
individuals elected or appointed by any other name or title to act as members of the
board.
21. "Dissolved" means the status of a corporation on either:
(a) Effectiveness of articles of dissolution pursuant to section 10-11403,
subsection B or section 10-11421, subsection B.
(b) A decree pursuant to section 10-11433, subsection B becoming final.
22. "Distribution" means a direct or indirect transfer of money or other property or
incurrence of indebtedness by a corporation to or for the benefit of its members in
respect of any of its membership interests. A distribution may be in the form of any of
the following:
(a) A declaration of payment of a dividend.
(b) Any purchase, redemption or other acquisition of membership interests.
(c) A distribution of indebtedness.
(d) Otherwise.
23. "Effective date of notice" is prescribed in section 10-3141.
24. "Electronic mail" means an electronic record as defined in section 44-7002 and
that is sent pursuant to section 44-7015, subsection A.
25. "Employee" means an officer, director or other person who is employed by the
corporation.
26. "Entity" includes a corporation, foreign corporation, not for profit
corporation, business corporation, foreign business corporation, profit and not for
profit unincorporated association, close corporation, corporation sole, limited liability
company or registered limited liability partnership, a professional corporation,
association or limited liability company or registered limited liability partnership, a
business trust, estate, partnership, trust or joint venture, two or more persons having a
joint or common economic interest, any person other than an individual and a state, the
United States and a foreign government.
27. "Executed by the corporation" means executed by manual or facsimile signature on
behalf of the corporation by a duly authorized officer or, if the corporation is in the
hands of a receiver or trustee, by the receiver or trustee.
28. "Filing" means the commission completing the following procedure with respect to
any document delivered for that purpose:
(a) Determining that the filing fee requirements of this title have been satisfied.
(b) Determining that the document appears in all respects to conform to the
requirements of chapters 24 through 40 of this title.
(c) On making the determinations, endorsement of the word "filed" with the
applicable date on or attached to the document and the return of copies to the person who
delivered the document or the person's representative.
29. "Foreign corporation" means a corporation that is organized under a law other
than the law of this state and that would be a nonprofit corporation if formed under the
laws of this state.
30. "Governmental subdivision" includes an authority, county, district, municipality
and political subdivision.
31. "Includes" and "including" denotes a partial definition.
32. "Individual" includes the estate of an incompetent individual.
33. "Insolvent" means inability of a corporation to pay its debts as they become due
in the usual course of its business.
34. "Known place of business" means the known place of business required to be
maintained pursuant to section 10-3501.
35. "Mail", "to mail" or "have mailed" means to deposit or have deposited a
communication in the United States mail with first class postage prepaid.
36. "Means" denotes an exhaustive definition.
37. "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. A person is not a member by virtue of any of the
following:
(a) Any rights that person has as a delegate.
(b) Any rights that person has to designate a director or directors.
(c) Any rights that person has as a director.
(d) Being referred to as a member in the articles of incorporation, bylaws or any
other document, if the person does not have the right to vote for the election of a
director or directors.
38. "Membership" refers to the rights and obligations a member or members have
pursuant to a corporation's articles of incorporation, bylaws and chapters 24 through 40
of this title.
39. "Newspaper" has the same meaning prescribed in section 39-201.
40. "Notice" and "notify" are prescribed in section 10-3141.
41. "Person" includes individual and entity.
42. "President" means that officer designated as the president in the articles of
incorporation or bylaws or, if not so designated, that officer authorized in the articles
of incorporation, bylaws or otherwise to perform the functions of the chief executive
officer, irrespective of the name by which designated.
43. "Principal office" means the office, in or out of this state, so designated in
the annual report where the principal executive offices of a domestic or foreign
corporation are located or in any other document executed by the corporation by an
officer and delivered to the commission for filing. If an office has not been so
designated, principal office means the known place of business of the corporation.
44. "Proceeding" includes a civil suit and a criminal, administrative and
investigatory action.
45. "Publish" means to publish in a newspaper of general circulation in the county
of the known place of business for three consecutive publications.
46. "Record date" means the date, if any, established under chapter 29 or 30 of this
title on which a corporation determines the identity of its members and their membership
interests for purposes of chapters 24 through 40 of this title. The determinations shall
be made as of the close of business on the record date unless another time for doing so
is specified when the record date is fixed.
47. "Secretary" means that officer designated as the secretary in the articles of
incorporation or bylaws or that officer authorized in the articles of incorporation, the
bylaws or otherwise to perform the functions of secretary, irrespective of the name by
which designated.
48. "State" if referring to a part of the United States, includes a state and
commonwealth and their agencies and governmental subdivisions and a territory and insular
possession of the United States and their agencies and governmental subdivisions.
49. "Treasurer" means that officer designated as the treasurer in the articles of
incorporation or bylaws or that officer authorized in the articles of incorporation,
bylaws or otherwise to perform the functions of treasurer, irrespective of the name by
which designated.
50. "United States" includes a district, authority, bureau, commission and
department and any other agency of the United States.
51. "Vice-president" means an officer designated as a vice-president in the articles
of incorporation or bylaws or an officer authorized in the articles of incorporation, the
bylaws or otherwise to perform the functions of a vice-president, irrespective of the
name by which designated.
52. "Vote" includes authorization by written ballot and written consent.
53. "Voting power" means the total number of votes entitled to be cast for the
election of directors at the time the determination of voting power is made, excluding a
vote that is contingent on the happening of a condition or event that has not occurred at
the time. If a class is entitled to vote as a class for directors, the determination of
voting power of the class shall be based on the percentage of the number of directors the
class is entitled to elect out of the total number of authorized directors.
10-3141 Notice
A. Notice under chapters 24 through 40 of this title must be in writing unless oral
notice is reasonable under the circumstances. Oral notice is not permitted if written
notice is required under chapters 24 through 40 of this title.
B. Notice may be communicated in person, by telephone, telegraph, teletype, fax,
electronic mail or other form of wire or wireless communication, or by mail or private
carrier. If these forms of personal notice are impracticable, notice may be communicated
by a newspaper of general circulation in the area where published or by radio, television
or other form of public broadcast communication.
C. Written notice by a domestic or foreign corporation to its members or directors,
if in comprehensible form, is effective when mailed, if correctly addressed to the
member's address shown on the corporation's current list of members or directors. Notice
given by electronic mail, if in comprehensible form, is effective when directed to an
electronic mail address shown on the corporation's current list of members or directors.
D. A written notice or report by a domestic or foreign corporation to its members
delivered as part of a newsletter, magazine or other publication regularly sent to
members shall constitute a written notice or report if addressed or delivered to the
member's address shown in the corporation's current list of members, or in the case of
members who are residents of the same household and who have the same address in the
corporation's current list of members, if addressed or delivered to one of such members,
at the address appearing on the current list of members.
E. Written notice to a domestic or foreign corporation that is authorized to
transact business in this state, other than in its capacity as a member, may be addressed
to its statutory agent at its known place of business or to the corporation or its
secretary at its principal office shown in its most recent annual report on file with the
commission, or in the case of a foreign corporation that has not yet delivered an annual
report in its application for a certificate of authority.
F. Except as provided in subsection C, written notice, if in a comprehensible form,
is effective at the earliest of the following:
1. When received.
2. Five days after its deposit in the United States mail as evidenced by the
postmark, if mailed postpaid and correctly addressed.
3. On the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and if the receipt is signed by or on behalf of the
addressee.
G. Oral notice is effective when communicated if communicated in a comprehensible
manner.
H. If chapters 24 through 40 of this title prescribe notice requirements for
particular circumstances, those requirements govern. If articles of incorporation or
bylaws prescribe notice requirements that are not inconsistent with this section or other
provisions of chapters 24 through 40 of this title those requirements govern.
10-3150 Private foundations; definition
A. Except if otherwise determined by a court of competent jurisdiction or to the
extent no longer required by the internal revenue code of 1986, a corporation that is a
private foundation as defined in section 509(a) of the internal revenue code of 1986
shall:
1. Distribute such amounts for each taxable year at a time and in a manner that
does not subject the corporation to tax under section 4942 of the code.
2. Not engage in any act of self-dealing as defined in section 4941(d) of the code.
3. Not retain any excess business holdings as defined in section 4943(c) of the
code.
4. Not make any taxable expenditures as defined in section 4944 of the code.
5. Not make any taxable expenditures as defined in section 4945(d) of the code.
B. For the purposes of this section, "code" means the internal revenue code of 1986
as amended.
10-3160 Judicial relief
A. If for any reason it is impractical or impossible for any corporation to call or
conduct a meeting of its members, delegates or directors, or otherwise obtain their
consent, in the manner prescribed by its articles of incorporation, bylaws, or chapters
24 through 40 of this title, on petition of a director, officer, delegate or member, the
court may order that such a meeting be called or that a written ballot or other form of
obtaining the vote of members, delegates or directors be authorized, in such a manner as
the court finds fair and equitable under the circumstances.
B. The court, in an order issued pursuant to this section, shall provide for a
method of notice reasonably designed to give actual notice to all persons who would be
entitled to notice of a meeting held pursuant to the articles of incorporation, bylaws
and chapters 24 through 40 of this title, whether or not the method results in actual
notice to all such persons or conforms to the notice requirements that would otherwise
apply. In a proceeding under this section the court may determine who the members or
directors are.
C. The order issued pursuant to this section may dispense with any requirement
relating to the holding of or voting at meetings or obtaining votes, including any
requirement as to quorums or as to the number or percentage of votes needed for approval,
than would otherwise be imposed by the articles of incorporation, bylaws, or chapters 24
through 40 of this title.
D. If practical, any order issued pursuant to this section shall limit the subject
matter of meetings or other forms of consent authorized to items, including amendments to
the articles of incorporation or bylaws, the resolution of which will or may enable the
corporation to continue managing its affairs without being subject to this section.
E. Notwithstanding subsection D, an order under this section may also authorize the
obtaining of the votes and approvals that are necessary for the dissolution, merger or
sale of assets.
F. Any meeting or other method of obtaining the vote of members, delegates or
directors conducted pursuant to an order issued under this section, and that complies
with all the provisions of that order, is a valid meeting or vote and shall have the same
force and effect as if it complied with every requirement imposed by the articles of
incorporation, bylaws and chapters 24 through 40 of this title.
10-3180 Religious corporations; constitutional protections
If religious doctrine governing the affairs of a corporation organized primarily for
religious purposes is inconsistent with the provisions of chapters 24 through 40 of this
title on the same subject, the religious doctrine shall control to the extent required by
the Constitution of the United States or the constitution of this state or both.
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