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| Home > Statutes > Usa Arizona |
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USA Statutes : arizona
Title : Corporations and Associations
Chapter : PURPOSES AND POWERS
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10-301 Purposes
Subject to any limitations or requirements contained in its articles of
incorporation or in any other applicable law, a corporation shall have the purpose of
engaging in and may engage in any lawful business activity.
10-302 General powers
Unless its articles of incorporation provide otherwise, every corporation has
perpetual duration and succession in its corporate name and has the same powers as an
individual to do all things necessary or convenient to carry out its business and
affairs, including power to:
1. Sue and be sued, complain and defend in its corporate name.
2. Have a corporate seal, which may be altered at will, and to use it, or a
facsimile of it, by impressing or affixing it or in any other manner reproducing it.
3. Make and amend bylaws, not inconsistent with its articles of incorporation or
with the laws of this state, for managing the business and regulating the affairs of the
corporation.
4. Purchase, receive, lease or otherwise acquire and to own, hold, improve, use and
otherwise deal with real or personal property or any interest in property wherever
located.
5. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or
any part of its property.
6. Purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use,
sell, mortgage, lend, pledge or otherwise dispose of and deal with shares or other
interests in or obligations of any other entity.
7. Make contracts and guarantees, incur liabilities, borrow monies, issue its
notes, bonds and other obligations, which may be convertible into or include the option
to purchase other securities of the corporation, and secure any of its obligations by
mortgage, deed of trust, security agreement, pledge or other encumbrance of any of its
property, franchises or income.
8. Issue any bond, debenture or debt security of the corporation by causing one or
more officers designated in the bylaws or by the board of directors to sign the bond,
debenture or debt security either manually or in facsimile and, if deemed necessary or
appropriate by the officers, by causing its authentication, countersignature or
registration, either manually or in facsimile, by a trustee, transfer agent or registrar
other than the corporation itself or an employee of the corporation. If an officer who
has signed, either manually or in facsimile, a bond, debenture or debt security as
provided in this paragraph ceases for any reason to be an officer before the security is
issued, the corporation may issue the security with the same effect as if the officer
were still in office at the date of issue.
9. Lend monies, invest and reinvest its monies and receive and hold real and
personal property as security for repayment.
10. Be a promoter, incorporator, partner, member, associate or manager of any
corporation, partnership, joint venture, trust or other entity.
11. Conduct its business, locate offices and exercise the powers granted by chapters
1 through 17 of this title within or without this state.
12. Elect directors and appoint officers, employees and agents of the corporation,
define their duties, fix their compensation and lend them monies and credit.
13. Pay pensions and establish pension plans, pension trusts, profit sharing plans,
share bonus plans, share option plans and benefit or incentive plans for any of its or
its affiliates' current or former directors, officers, employees and agents.
14. Eliminate or limit the liability of its directors in the manner and to the
extent provided by section 10-202 and chapter 8, article 5 of this title.
15. Make donations for the public welfare or for charitable, scientific or
educational purposes.
16. Transact any lawful business that will aid governmental policy.
17. Make payments or donations or do any other act not inconsistent with law that
furthers the business and affairs of the corporation.
10-303 Emergency powers
A. In anticipation of or during an emergency as prescribed in subsection D of this
section, the board of directors of a corporation may:
1. Modify lines of succession to accommodate the incapacity of any director,
officer, employee or agent.
2. Relocate the principal office, designate alternative principal offices or
regional offices or authorize the officers to do so.
B. During an emergency as prescribed in subsection D of this section, unless
emergency bylaws provide otherwise:
1. Notice of a meeting of the board of directors need be given only to those
directors whom it is practicable to reach and may be given in any practicable manner,
including by publication and radio.
2. One or more officers of the corporation present at a meeting of the board of
directors may be deemed to be directors for the meeting in order of rank and within the
same rank in order of seniority as necessary to achieve a quorum.
C. Corporate action taken in good faith during an emergency under this section to
further the ordinary business affairs of the corporation:
1. Binds the corporation.
2. May not be used to impose liability on a corporate director, officer, employee
or agent.
D. An emergency exists for purposes of this section if a quorum of the
corporation's directors cannot readily be assembled because of a local emergency, a state
of emergency or a state of war emergency all as defined in section 26-301.
10-304 Validity of actions
A. Except as provided in subsection B, the validity of corporate action may not be
challenged on the ground that the corporation lacks or lacked power to act.
B. A corporation's power to act may be challenged either:
1. In a proceeding by a shareholder against the corporation to enjoin the act.
2. In a proceeding by the corporation, directly, derivatively or through any
receiver, trustee or other legal representative, against an incumbent or former director,
officer, employee or agent of the corporation.
3. In a proceeding by the attorney general as provided in chapters 1 through 17 of
this title to dissolve the corporation or in a proceeding by the attorney general to
enjoin the corporation from the transaction of unauthorized business.
C. In a shareholder's proceeding under subsection B, paragraph 1 to enjoin an
unauthorized corporate act, the court may enjoin or set aside the act, if equitable and
if all affected persons are parties to the proceeding, and may award damages for loss,
other than anticipated profits, suffered by the corporation or another party because of
enjoining the unauthorized act.
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