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| Home > Statutes > Usa-Arizona |
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USA Statutes : arizona
Title : Corporations and Associations
Chapter : PURPOSES AND POWERS-NONPROFIT CORPORATIONS
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10-3301 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 activity including the practice of medicine as
defined in section 32-1401 or the practice of dentistry as described in section 32-1202,
or both, provided that the corporation engages in the practice of medicine or dentistry
only through individuals licensed to practice in this state. This section does not alter
any law or change any liability that might otherwise be applicable to the relationship
between persons furnishing a professional service and persons receiving a professional
service, including liability arising from that relationship.
10-3302 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 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 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 regulating and managing the affairs of the corporation.
4. Purchase, receive, lease or otherwise acquire and 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 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, except as limited by section 10-3833.
10. Be a promoter, incorporator, partner, member, associate or manager of any
entity.
11. Conduct its activities, locate offices and exercise the powers granted by
chapters 24 through 40 of this title within or without this state.
12. Elect or appoint directors, 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 and other 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 10-3202 and chapter 31, article 5 of this title.
15. Make payments or donations not inconsistent with law for the public welfare or
for charitable, religious, scientific or educational purposes and for other purposes that
further the corporate interest.
16. Impose dues, assessments, admission and transfer fees on its members.
17. Establish conditions for admission of members, admit members and issue
memberships.
18. Carry on a business.
19. Transact any lawful activity that will aid governmental policy.
20. Do any other act not inconsistent with law that furthers the activities and
affairs of the corporation.
10-3303 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 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.
10-3304 Validity of actions
A. Except as provided in subsection B of this section, the validity of corporate
action shall 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 by any of the following:
1. In a proceeding by members of a corporation that is not a condominium
association as defined in section 33-1202, or a planned community association as defined
in section 33-1802, having at least ten per cent or more of the voting power or by at
least fifty members, unless a lesser percentage or number is provided in the articles of
incorporation, against the corporation to enjoin the act.
2. In a proceeding by any member of a condominium or a planned community
association against the corporation to enjoin the act pursuant to title 12, chapter 10,
article 1.
3. 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.
C. In a member's proceeding under subsection B, paragraph 1 of this section 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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